S-4

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As filed with the Securities and Exchange Commission on June 18, 2001

Registration No. 333-      

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933

POLYCOM, INC.
(Exact name of Registrant as specified in its charter)

Delaware	3576	94-3128324
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1565 Barber Lane
Milpitas, California 95035
(408) 526-9000

(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

Michael R. Kourey
Senior Vice President of Finance and Administration and Chief Financial Officer
1565 Barber Lane
Milpitas, California 95035
(408) 526-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark A. Bertelsen, Esq.
Michael S. Dorf, Esq.
Don Williams, Esq.
Melissa Hollatz, Esq.
Shelly R. Dolev, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300 Howard Fuguet, Esq.
Jane Goldstein, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
(617) 951-7000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the transactions described in the enclosed prospectus.

   If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / /

   If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

   If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock $0.0005 par value	7,107,535 shares	NA	$105,677,025	$26,420

(1)

Represents the estimated maximum number of shares of the common stock of Polycom that may be issued to stockholders of PictureTel Corporation, a Delaware corporation, upon consummation of the exchange offer and the subsequent merger of Pharaoh Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Polycom, with and into PictureTel, based on the exchange ratio applicable in the exchange offer and subsequent merger of 0.1177 of a share of Polycom common stock for each share of PictureTel common stock.

(2)

Estimated solely for purposes of calculating the registration fee required by the Securities Act of 1933, as amended and computed pursuant to Rules 457(c) and (f)(1) and (3) based on the product of the average of the high and low per share prices of PictureTel common stock as reported on the Nasdaq National Market, on June 14, 2001 of $4.86, minus the cash portion of the per share consideration to be paid by Polycom in the offer and the merger of $3.11, multiplied by the maximum number of shares of PictureTel common stock estimated to be received by Polycom or cancelled pursuant to the exchange offer and subsequent merger.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus may change. We are not permitted to complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Preliminary prospectus, subject to completion, dated June 18, 2001

Polycom, Inc.
Offer to Exchange
Each Outstanding Share
of Common Stock

of

PictureTel Corporation

for

$3.11 net to the seller in cash and 0.1177 of a share of common stock
of Polycom, Inc.

The offer and withdrawal rights will expire at 12:00 midnight, New York City time, on July 17, 2001 unless extended. Shares tendered pursuant to this offer may be withdrawn at any time prior to the expiration of the offer, but not during any subsequent offering period.

    On May 24, 2001, we entered into an Agreement and Plan of Merger with PictureTel for a subsidiary of Polycom to acquire all of the outstanding shares of PictureTel common stock, together with associated rights to purchase junior preference stock of PictureTel, issued pursuant to the Rights Agreement dated March 25, 1992, as amended, between PictureTel and The First National Bank of Boston. The members of the PictureTel board of directors unanimously approved the merger agreement and the transactions contemplated thereby, including the offer and the merger, in all respects, determined that the merger agreement and the transactions contemplated thereby, including the offer and the merger, taken together, are at a price and on terms that are advisable and fair to and in the best interests of PictureTel and its stockholders, and resolved to recommend that PictureTel stockholders accept the offer and tender their shares pursuant to the offer.

    Through Pharaoh Acquisition Corp., our wholly owned subsidiary, we are offering to exchange $3.11, net to the seller in cash, and 0.1177 of a share of common stock of Polycom for each outstanding share of PictureTel's common stock, together with associated rights to acquire junior preference stock of PictureTel, that is validly tendered and not properly withdrawn. If completed, the exchange offer will be followed by a merger of Pharaoh Acquistion Corp. into PictureTel in which shares of PictureTel common stock will be converted into shares of Polycom common stock for the same consideration paid in the offer. After completion of the merger, PictureTel will be a wholly owned subsidiary of Polycom.

    Our obligation to exchange PictureTel common stock for cash and Polycom common stock is subject to the conditions listed under "The Offer—Conditions of the Offer" on page 56. Polycom common stock is quoted on the Nasdaq National Market under the symbol "PLCM," and PictureTel's common stock is quoted on the Nasdaq National Market under the symbol "PCTL."

See "Risk Factors" beginning on page 14 for a discussion of important factors that you should consider in connection with the offer.

    We are not asking you for a proxy and you are requested not to send us a proxy. Any request for proxies will be made only pursuant to separate proxy solicitation materials complying with the requirements of Section 14(a) of the Exchange Act of 1934.

Neither the SEC nor any state securities commission has approved or disapproved of the shares of Polycom common stock to be issued under this prospectus or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus is dated      ,  , 2001.

    The information in this prospectus may change. We may not complete the exchange offer and issue these securities until the registration statement of which this prospectus forms a part filed with the SEC is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer is not permitted.

    This document incorporates by reference important business and financial information about Polycom from documents filed with the SEC that are not included in or delivered with this document. This information is available at the internet web site that the SEC maintains at http://www.sec.gov, as well as from other sources. See "Where You Can Find More Information" on page 97.

    You may also request copies of these documents from us, without charge, upon written or oral request to our information agent, Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022, at 1-888-750-5834.

    In order to receive timely delivery of the documents before closing of the offer, you should make your request no later than July 10, 2001.

TABLE OF CONTENTS

		Page
QUESTIONS AND ANSWERS ABOUT THE PROPOSED COMBINATION		1
SUMMARY		4
FORWARD LOOKING STATEMENTS		13
RISK FACTORS		14
	Risks Relating to the Proposed Offer and Merger	14
	Risks Relating to Polycom	18
SELECTED HISTORICAL AND SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA		29
	Polycom's Selected Historical Consolidated Financial Data	29
	PictureTel's Selected Historical Consolidated Financial Data	31
	Selected Unaudited Pro Forma Combined Consolidated Financial Data of Polycom and PictureTel	32
COMPARATIVE PER SHARE MARKET PRICE DATA		35
	Polycom Market Price Data	35
	PictureTel Market Price Data	35
THE COMPANIES		37
	Polycom	37
	PictureTel	37
BACKGROUND OF THE OFFER		39
REASONS FOR THE OFFER AND THE MERGER		44
	Recommendation of PictureTel's Board of Directors	45
THE OFFER		48
	General	48
	Timing of Our Offer	49
	Extension, Termination and Amendment	49
	Subsequent Offering Period	50
	Exchange of PictureTel Shares; Delivery of Consideration	50
	Cash Instead of Fractional Shares of Polycom Common Stock	50
	Withdrawal Rights	51
	Procedure for Tendering	51
	Guaranteed Delivery	52
	Material United States Federal Income Tax Considerations of the Merger	53
	Purpose of the Offer; the Merger; Appraisal Rights	54
	Conditions of the Offer	56
	Regulatory Clearances	58
	Possible Effects of Our Offer	59
	Source and Amount of Funds	60
	Relationships with PictureTel	60
	Accounting Treatment	62
	Fees and Expenses	62
	Restrictions on Sales of Shares by Affiliates	63
	Listing on the Nasdaq Market of Polycom Common Stock to be Issued in the Merger	63
	No Polycom Appraisal Rights	63
INTERESTS OF PICTURETEL OFFICERS AND DIRECTORS IN THE TRANSACTION		64
	Treatment of Stock Options	64
	Certain Executive Agreements	65
	Indemnification	68
THE MERGER AGREEMENT		69

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	The Offer	69
	The Merger	70
	PictureTel Board Of Directors	70
	Treatment of PictureTel Stock Options and Warrants	71
	Treatment of Preference Stock	72
	Covenants and Representations and Warranties	72
	Conditions of the Offer	77
	Conditions of the Merger	77
	Termination of the Merger Agreement	78
	Termination Fee	80
	Extensions, Waivers and Amendments	81
AGREEMENTS RELATED TO THE MERGER AGREEMENT		82
	PictureTel Voting and Tender Agreements	82
	Affiliate Agreements	83
	Note Agreement and Related Documents	83
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS		86
COMPARISON OF RIGHTS OF HOLDERS OF PICTURETEL COMMON STOCK AND POLYCOM COMMON STOCK		93
	Polycom Common Stock	93
	PictureTel Common Stock	93
	Polycom Preferred Stock	93
	PictureTel Preferred Stock	94
	PictureTel Junior Preference Stock	94
	Voting Rights	94
	Number of Directors	94
	Special Meetings of the Stockholders	94
	Stockholder Action without a Meeting	94
	Bylaw Amendments	95
	Polycom Stockholder Rights Plan	95
	PictureTel Stockholder Rights Plan	95
DESCRIPTION OF POLYCOM CAPITAL STOCK		96
	Common Stock	96
	Preferred Stock	96
LEGAL OPINION		96
EXPERTS		96
WHERE YOU CAN FIND MORE INFORMATION		97
	Incorporation by Reference of Certain Reports, Proxy and Information Statements and Other Information	97
	Trademarks	99
SCHEDULE A
	Information Concerning Directors and Executive Officers of Polycom, Inc. and Pharaoh Acquisition Corp.	S-1
ANNEX A
	Agreement and Plan of Merger	A-1
ANNEX B
	Section 262 of the General Corporation Law of the State of Delaware	B-1

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QUESTIONS AND ANSWERS ABOUT THE PROPOSED COMBINATION

Q:

What are Polycom and PictureTel proposing?

A:

We propose to acquire all outstanding shares of PictureTel common stock, together with associated rights to purchase junior preference stock of PictureTel issued pursuant to the Rights Agreement dated March 25, 1992, as amended, between PictureTel and The First National Bank of Boston. References to the PictureTel common stock in this prospectus are to the common stock and such rights together. We have entered into a merger agreement with PictureTel pursuant to which we are offering, through Pharaoh Acquisition Corp., our wholly owned subsidiary, to exchange cash and a fraction of a share of Polycom common stock for each outstanding share of PictureTel common stock. If the offer is completed, subject to approval by the stockholders of PictureTel if necessary, Pharaoh Acquisition Corp. will merge with and into PictureTel. As a result of the offer and the merger, PictureTel will become a wholly owned subsidiary of Polycom.

Q:

What would I receive in exchange for my PictureTel shares?

A:

We are offering to exchange $3.11 in cash and 0.1177 of a share of Polycom common stock for each outstanding share of common stock of PictureTel that is validly tendered and not properly withdrawn. After completion of the offer, each share of PictureTel common stock that has not been tendered and accepted for exchange in the offer would be converted in the merger into $3.11 in cash and 0.1177 of a share of Polycom common stock, which is the same consideration as offered in exchange for each share of PictureTel common stock in the offer.

Polycom will not issue any fractional shares of common stock in connection with the offer or the merger. PictureTel stockholders will instead receive cash for any fractional shares otherwise issuable to them.

Q:

How long will it take to complete the offer and the merger?

A:

We hope to complete the offer in the second half of 2001. We expect to complete the merger shortly after we complete the offer, or if PictureTel stockholder approval for the merger is required, shortly after the special meeting of the stockholders to approve the merger. We must also obtain regulatory clearance prior to completion of the offer and the merger.

Q:

Do I have to pay any fees or commissions?

A:

If you are the record owner of your shares and you tender your shares in the offer, you will not incur any brokerage fees. If you own your shares through a broker or other nominee who tenders the shares on your behalf, your broker or other nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply.

Q:

Does PictureTel support the offer and the merger?

A:

Yes. The members of the PictureTel board of directors, at a meeting duly called and held on May 24, 2001, unanimously: determined that the merger agreement and the transactions contemplated thereby, including the offer and the merger, taken together, are at a price and on terms that are advisable and fair to and in the best interests of PictureTel and its stockholders; approved the merger agreement and the transactions contemplated thereby, including the offer and the merger, in all respects; and as of that date, resolved to recommend that the stockholders of PictureTel accept the offer, tender their PictureTel shares to Pharaoh Acquisition Corp. and approve and adopt the merger agreement and the merger. Information about the recommendation of PictureTel's board of directors is more fully set forth in PictureTel's Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed to PictureTel stockholders together with this prospectus.

1

Q:

Have any PictureTel stockholders agreed to tender their shares?

A:

Yes. All of PictureTel's directors and executive officers have agreed to tender their shares of PictureTel common stock into the offer. PictureTel's directors and officers hold, after giving effect to the exercise of all of their options with an exercise price not greater than $5.63 and conversion of their outstanding preference stock, shares representing approximately 4.44% of the common stock of PictureTel outstanding as of June 8, 2001.

Q:

What percentage of Polycom common stock will PictureTel stockholders own after the offer and the merger?

A:

If we obtain all of the shares of PictureTel pursuant to the offer and the merger, former stockholders of PictureTel would own approximately 7.1% of the shares of common stock of Polycom, based upon the number of outstanding shares of Polycom common stock and PictureTel common stock on June 7, 2001, assuming the conversion of all PictureTel preference stock into PictureTel common stock and disregarding PictureTel warrants, Polycom stock options, PictureTel stock options, and shares of common stock that may be issued by Polycom or PictureTel pursuant to an employee stock plan.

Q:

What are the procedural conditions to the acceptance of PictureTel shares of common stock in the offer?

A:

Polycom's obligation to accept PictureTel shares of common stock in the offer is subject to several conditions, including:

•

a majority of the outstanding PictureTel shares of common stock, on a fully diluted basis, including all shares issuable upon the conversion of PictureTel's series B preference stock and upon exercise of all vested options and warrants to purchase PictureTel common stock and unvested options that are scheduled to vest, after giving effect to any acceleration resulting from the transactions contemplated by the merger agreement, prior to February 24, 2002, but excluding any shares held by PictureTel or its subsidiaries and shares issuable upon conversion of any senior convertible notes issued by PictureTel to Polycom pursuant to the note agreement between them, having been validly tendered and not properly withdrawn, which we refer to in this prospectus as the minimum tender condition,

•

the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any applicable requirements of antitrust or competition laws and regulations of foreign governmental entities, and

•

the registration statement of which this prospectus is a part having been declared effective by the SEC and not subject to any stop order or proceeding seeking a stop order.

These and other conditions to the offer are discussed in this prospectus under "The Offer—Conditions of the Offer" beginning on page 56.

Q:

How do I participate in the offer?

A:

You are urged to read this entire prospectus carefully, and to consider how the offer and the merger affect you. Then, if you wish to tender your shares of PictureTel common stock, you should do the following:

•

If you hold your shares in your own name, complete and sign the enclosed letter of transmittal and return it with your share certificates to EquiServe Trust Company, N.A., exchange agent for the offer, at the address on the back cover of this prospectus.

•

If you hold your shares in "street name" through a broker, ask your broker to tender your shares.

2

•

For more information about the procedures for tendering your shares, timing of the offer, extensions of the offer period and your rights to withdraw your shares from the offer before the expiration date, please refer to "The Offer" beginning on page 48.

Q:

What happens if I do not tender my shares of PictureTel common stock?

A:

If, after completion of the offer, Polycom owns a majority of the outstanding shares of PictureTel common stock on a fully diluted basis and the other conditions are met, it intends to complete a merger of its wholly owned subsidiary, Pharaoh Acquisition Corp., with PictureTel. Upon completion of the merger, each share of PictureTel common stock that has not been tendered and accepted for exchange in the offer will be converted into the same amount of cash and fraction of a share of Polycom common stock being issued in exchange for each share of PictureTel common stock accepted in the offer.

Q:

Will I be taxed on the Polycom shares I receive?

A:

Yes. The receipt of cash and shares of Polycom common stock in exchange for shares of PictureTel common stock pursuant to the offer or the merger will be a taxable transaction for federal income tax purposes. Each PictureTel stockholder's gain or loss per share of PictureTel common stock will be equal to the difference between the fair market value of the consideration received in the offer and/or the merger and the stockholder's adjusted tax basis in such shares. PictureTel stockholders are urged to consult their own tax advisors regarding the federal, state, local, foreign, and other tax consequences of the offer and the merger in light of their particular circumstances.

Q:

Do the statements on the cover page regarding this prospectus being subject to change and the registration statement filed with the SEC not yet being effective mean that the offer has not commenced?

A:

No. The offer has commenced and effectiveness of the registration statement is not necessary for you to tender your PictureTel common stock. The SEC recently changed its rules to permit exchange offers to commence before the related registration statement has become effective, and we are taking advantage of the rule changes with the goal of combining PictureTel and Polycom more quickly than similar combinations could be accomplished previously.

Q:

Is Polycom's financial condition relevant to my decision to tender my shares in the offer?

A:

Yes. Since shares of PictureTel common stock accepted in the offer will be exchanged in part for shares of Polycom common stock, you should consider our financial condition before you decide to tender shares in the offer. In considering Polycom's financial condition, you should review carefully the information in this prospectus and the documents incorporated by reference in this prospectus because they contain detailed business, financial and other information about us.

Q:

Where can I find more information about Polycom and PictureTel?

A:

You can find more information about Polycom and PictureTel as described under "Where You Can Find More Information" on page 97.

Q:

Whom should I contact if I have more questions about the offer and the merger?

A:

You may contact the information agent using the following contact information:

Information Agent
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll Free: (888) 750-5834

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SUMMARY

    This prospectus relates to a business combination of Polycom, Inc. and PictureTel Corporation, under which Polycom, through a wholly owned subsidiary, will acquire all outstanding shares of PictureTel common stock. We are offering to exchange $3.11 in cash and 0.1177 of a share of Polycom common stock for each share of PictureTel common stock, together with associated rights to purchase junior preference stock of PictureTel issued pursuant to the Rights Agreement, dated March 25, 1992, as amended, between PictureTel and The First National Bank of Boston, which is validly tendered and not properly withdrawn under the terms and subject to the conditions set forth in this prospectus and in the related letter of transmittal. References to PictureTel common stock in this prospectus are to the common stock and such rights together. The expiration date for the offer is currently July 17, 2001 but we may extend the offer as described in "The Offer—Extension, Termination and Amendment" on page 49. We intend, promptly after completion of the offer, to merge a wholly owned subsidiary of Polycom with and into PictureTel. Each share of PictureTel common stock which has not been exchanged in the offer or accepted for exchange would be converted in the merger into the same amount of cash and fraction of a share of Polycom common stock being paid in the offer. Polycom seeks to acquire ownership of all of the PictureTel common stock through the offer and the merger.

This summary highlights selected information from this prospectus and may not contain all of the information that is important to you. You should carefully read this entire document and the other documents referenced in it for a more complete understanding of the offer and the merger. In particular, you should read the documents attached to this prospectus, including the merger agreement, which is attached as Annex A and the information regarding appraisal rights, which is attached as Annex B.

The Companies

POLYCOM, INC.
1565 Barber Lane
Milpitas, California 95035
(408) 526-9000
http://www.polycom.com

    Polycom develops, manufactures and markets a full range of premium-quality network infrastructure and network access solutions. Polycom's integrated communications solutions enable business and professional users to immediately realize the benefits of voice, video and data over rapidly growing converged networks. Additional information about Polycom is available at www.polycom.com. Information found at Polycom's website is not part of this document.

4

PHARAOH ACQUISITION CORP.
c/o Polycom, Inc.
1565 Barber Lane
Milpitas, California 95035
(408) 526-9000

    Pharaoh Acquisition Corp. is a wholly owned subsidiary of Polycom. Pharaoh Acquisition Corp. was organized on May 23, 2001 for the purpose of acquiring the PictureTel shares tendered in response to the offer and merging with PictureTel in the merger. It has not carried on any activities other than in connection with the transactions contemplated by the merger agreement.

PICTURETEL CORPORATION
100 Minuteman Road
Andover, Massachusetts 01810
(978) 292-5000
http://www.picturetel.com

    PictureTel develops, manufactures and markets a full range of visual and audio collaboration solutions. Visual collaboration employs videoconferencing, video streaming and data collaboration technologies to facilitate productive meeting environments that may incorporate video, audio, and real-time and archived multimedia data. PictureTel's products and services enable businesses, schools, medical facilities, government and other organizations to eliminate the barrier of distance so they can work together more effectively. PictureTel markets a complete line of videoconferencing systems, multi-location servers, peripheral equipment and a full suite of enterprise-wide services.

The Offer (See Page 48)

    We have attached the merger agreement governing the offer and the merger as Annex A to this prospectus. We encourage you to read this agreement because it is the legal document that governs the offer and the merger.

What PictureTel stockholders will receive (See Pages 69 and 70)

    We are offering, upon the terms and conditions set forth in this prospectus and the related letter of transmittal, $3.11 in cash and 0.1177 of a share of Polycom common stock for each share of PictureTel common stock that is validly tendered and not properly withdrawn.

    Each share of PictureTel common stock which has not been exchanged or accepted for exchange in the offer, assuming satisfaction of the conditions to the offer and the merger, will be converted in the merger into the same amount of cash and fraction of a share of Polycom common stock being paid in the offer.

    Polycom will not issue any fractional shares of common stock in connection with the offer or the merger. PictureTel stockholders will instead receive cash for any fractional shares otherwise issuable to them. Each tendering PictureTel stockholder who would otherwise be entitled to a fractional share of Polycom common stock will receive cash in an amount equal to that fraction multiplied by the closing price of Polycom common stock, as reported on Nasdaq, on the first date on which we accept shares for exchange in the offer. Each PictureTel stockholder who does not tender in the offer but whose

5

shares of PictureTel common stock are converted in the merger will receive cash in an amount equal to the fraction of a share of Polycom common stock such stockholder would otherwise be entitled to receive multiplied by the closing price of Polycom common stock on the date the merger is consummated.

    Example:

•

If you currently own 10 PictureTel shares of common stock, after completion of the offer and the merger, you will receive 1 Polycom share of common stock and a check for $31.10 plus the value of 17.7% of a share of Polycom common stock, rounded to the nearest one cent.



•

On June 14, 2001, the most recent practicable date prior to the filing of this document, the last sale price of Polycom common stock on Nasdaq was $21.41. Applying the 0.1177 exchange ratio to the Polycom closing price on that date, each holder of PictureTel common stock would be entitled to receive $3.11 in cash plus shares of Polycom common stock with a market value of approximately $2.52 for each share of PictureTel common stock. The actual value of the Polycom common stock to be issued in the offer and the merger, however, will depend on the market price on the closing date of each, and may be more or less than the value given in this example. We urge you to obtain current price quotations for PictureTel and Polycom common stock. The shares of Polycom common stock to be issued to PictureTel stockholders in the merger will be included for quotation on Nasdaq subject to notice of issuance.

Recommendation of PictureTel's Board of Directors

    At a meeting duly called and held on May 24, 2001, PictureTel's board of directors took the following unanimous actions:

•

determined that the merger agreement and the transactions contemplated by the merger agreement, including the offer and the merger, taken together, are at a price and on terms advisable, fair to and in the best interests of PictureTel and its stockholders;



•

approved the merger agreement and the transactions contemplated by the merger agreement, including the offer and the merger, in all respects; and



•

recommended that, as of the date of the meeting, PictureTel's stockholders accept the offer, tender their PictureTel shares and approve and adopt the merger agreement.

Timing of the offer (See Page 49)

    Our offer commenced on the date of this prospectus and is currently scheduled to expire on July 17, 2001, but we are obligated, with some exceptions, to extend our offer from time to time as necessary until a subset of the conditions to the offer have been satisfied or, where permissible, waived. See "The Offer—Extension, Termination and Amendment" on page 49.

Extension, termination and amendment (See page 49)

    We expressly reserve the right, subject to the provisions of the merger agreement, to extend the period of time during which our offer remains open, and we can do so by giving oral or written notice of an extension to the exchange agent. We are not making any assurance that we will exercise our right to extend the offer, although we are obligated, with certain exceptions, to do so until a subset of the conditions to the offer have been satisfied or, where permissible, waived, but in no event beyond February 24, 2002. During any extension, all PictureTel common stock previously tendered and not properly withdrawn will remain subject to the offer, subject to your right to properly withdraw the previously tendered PictureTel common stock.

6

    We reserve the right to increase the total consideration to be paid in the offer or the cash portion or the stock portion of it or to make any other changes in the terms and conditions of the offer by giving notice of such change to the exchange agent and by making a public announcement provided that, without the prior written consent of PictureTel, we cannot:

•

decrease the consideration to be paid in the offer or the cash portion or the stock portion of it;



•

change the form or combination of consideration to be paid in the offer;



•

reduce the number of shares to be purchased in the offer;



•

amend the conditions to the offer to broaden the scope of such conditions, add any additional conditions, or otherwise adversely affect the holders of PictureTel common stock;



•

extend the offer except as permitted by the merger agreement; or



•

amend or waive the minimum tender condition.

    We will follow any extension, termination, amendment or delay, as promptly as practicable, with a public announcement. Any announcement about an extension will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Subject to applicable law, including Rules 14d-4(d) and 14d-6(c) under the Exchange Act of 1934, which require that any material change in the information published, sent or given to the stockholders in connection with the offer be promptly sent to stockholders in a manner reasonably designed to inform stockholders of the change, and without limiting the manner in which we may choose to make any public announcement, we assume no obligation to publish, advertise or otherwise communicate the public announcement other than by making a release to the Dow Jones News Service.

Exchange of shares; delivery of Polycom common stock (See page 50)

    Upon the terms and subject to the conditions of the offer, including, if the offer is extended or amended, the terms and conditions of any extension or amendment, we will accept for exchange, and will exchange, shares validly tendered and not properly withdrawn as promptly as practicable after the expiration date and promptly after they are tendered during any subsequent offering period.

Withdrawal rights (See page 51)

    Your tender of PictureTel common stock pursuant to the offer is irrevocable, except that, other than during any subsequent offering period, PictureTel shares tendered pursuant to the offer may be withdrawn at any time prior to the expiration date, and, unless we previously accepted them for exchange pursuant to the offer, may also be withdrawn at any time after August 16, 2001.

    If we elect to provide a subsequent offering period under Exchange Act Rule 14d-11, you will not have the right to withdraw PictureTel shares that you tender in the subsequent offering period.

Subsequent offering period (See Page 50)

    We may, although we do not currently intend to do so, elect to provide a subsequent offering period of up to 20 business days after the acceptance of PictureTel common stock pursuant to the offer if the requirements under Rule 14d-11 of the Exchange Act have been met. You will not have the right to withdraw any shares of PictureTel common stock that you tender in the subsequent offering period. If we elect to provide a subsequent offering period, we will make a public announcement to that effect no later than 9:00 a.m., New York City time on the next business day after the previously scheduled expiration date.

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Procedure for tendering shares (See page 51)

    For you to validly tender PictureTel shares pursuant to the offer:

•

either a properly completed and duly executed letter of transmittal, or manually executed facsimile of that document, along with any required signature guarantees, or an agent's message in connection with a book-entry transfer, and any other required documents, must be transmitted to and received by the exchange agent at the address set forth on the back cover of this prospectus. In addition, certificates for tendered shares of PictureTel common stock must be received by the exchange agent at that address, or those shares of PictureTel common stock must be tendered pursuant to the procedures for book-entry tender, in each case before the expiration date of the offer. See the procedures for tendering shares on page 51 under "The Offer—Procedure for Tendering" for more details; or



•

you must comply with the guaranteed delivery procedures as set forth in "The Offer—Guaranteed Delivery" on page 52.

Material federal income tax consequences (See page 53)

    The receipt of cash and shares of Polycom common stock in exchange for shares of PictureTel common stock pursuant to the offer or the merger, or the receipt of cash pursuant to the exercise of appraisal rights with respect to such shares, will be a taxable transaction for federal income tax purposes. Each PictureTel stockholder's gain or loss per share of PictureTel common stock will be equal to the difference between the fair market value of the consideration received in the offer and/or the merger or pursuant to the exercise of appraisal rights and the stockholder's adjusted tax basis in such shares. Gain or loss must be calculated separately for each block of PictureTel shares acquired at the same cost in a single transaction. Assuming that such shares constitute capital assets in the hands of the PictureTel stockholder, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the stockholder's holding period is more than one year.

Stockholders are urged to consult their own tax advisors regarding the federal, state, local, foreign, and other tax consequences of the offer and the merger in light of their particular circumstances.

Comparative per share market price information (See page 35)

    Polycom common stock and PictureTel common stock are listed on Nasdaq under the symbols "PLCM" and "PCTL," respectively. On May 23, 2001, the day before the public announcement of the proposed offer and merger, the last sale price per share of Polycom common stock on Nasdaq was $28.15 and the last sale price per share of PictureTel common stock on Nasdaq was $4.45. On June 14, 2001, the most recent practicable date prior to the filing of this prospectus, the last sale price per share of Polycom common stock was $21.41 and the last sale price per share of PictureTel common stock was $4.86.

What Polycom stockholders will hold after the merger

    Polycom stockholders will continue to own their existing shares of Polycom common stock after the merger. Polycom stockholders should not send in their stock certificates in connection with the merger.

Ownership of Polycom after the merger

    Polycom will issue an aggregate of approximately 6,417,000 shares of Polycom common stock to PictureTel stockholders in the offer and merger. These shares of Polycom common stock will represent approximately 7.1% of the outstanding shares of Polycom common stock after the merger. This information is based on the number of shares of Polycom and PictureTel common stock outstanding on

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June 7, 2001, assumes the conversion of all PictureTel preference stock into PictureTel common stock, and does not take into account warrants of PictureTel, stock options of PictureTel, or any shares of common stock that may be issued by Polycom or PictureTel pursuant to an employee stock plan.

Stockholder vote required after the offer to approve the merger

    The merger requires the affirmative vote of at least a majority of the shares of PictureTel common stock outstanding on the record date for the meeting to approve the merger, unless we have acquired 90% or more of these outstanding shares, in which case the merger can be accomplished without a vote.

    If the minimum tender condition, as described under the heading "The Offer—Conditions of the Offer—Minimum Tender Condition" on page 56, is satisfied and we acquire the tendered PictureTel shares, we will own a majority of the PictureTel common stock and approval of the merger by PictureTel stockholders will be assured, although consummation of the merger will still be subject to other conditions.

The voting and tender agreements (See page 82)

    As of the date of the merger agreement, directors and executive officers of PictureTel have agreed to tender a total of 2,468,274 shares of PictureTel common stock after giving effect to the exercise of all of their options with an exercise price not greater than $5.63 and conversion of their PictureTel preference stock. This number of shares of PictureTel common stock represents approximately 4.44% of the outstanding common stock of PictureTel as of June 8, 2001 and approximately 4.11% of the outstanding common stock of PictureTel as of June 8, 2001 after giving effect to all PictureTel options and warrants issued as of that date which will become exercisable if the transactions contemplated by the merger agreement are consummated and the conversion of all outstanding PictureTel preference stock. See "Agreements Related to the Merger Agreement—The Voting and Tender Agreements" on page 82. ^

Appraisal or dissenters' rights (See page 54)

    The offer does not entitle you to appraisal rights with respect to your PictureTel shares.

    The merger does entitle you to appraisal rights with respect to your PictureTel shares. See "The Offer—Purpose of the Offer; the Merger; Appraisal Rights" on page 54.

PictureTel board of directors (See page 70)

    The merger agreement provides that, upon acceptance for payment of PictureTel shares, we will be entitled to designate a number of directors of PictureTel, rounded up to the next whole number, equal to the product of the total number of directors on PictureTel's board and the percentage of outstanding PictureTel shares of common stock beneficially owned by us.

Interests of PictureTel's officers and directors in the transaction (See page 64)

    When you consider the PictureTel board recommendation that PictureTel stockholders tender their shares in the offer, you should be aware that some PictureTel directors and executive officers may have interests in the offer and the merger that may be different from, or in addition to, yours, such as option acceleration. See "Interests of PictureTel Officers and Directors in the Transaction" on page 64 as well as PictureTel's Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed to PictureTel stockholders together with this prospectus.

Accounting treatment (See page 62)

    Polycom will account for the merger as a purchase for financial reporting purposes.

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Regulatory clearances (See page 58)

    Consummation of the merger is subject to compliance with the HSR Act and any applicable requirements of antitrust or competition laws and regulations of foreign governmental entities. The notifications required under the HSR Act to the Federal Trade Commission and the Antitrust Division of the Department of Justice have been filed. The notifications required by any foreign jurisdiction have been or will be furnished in due course.

Conditions to the offer (See page 56)

    We shall complete the offer only if specific conditions are satisfied or, in some cases, waived, including the following:

•

a majority of the outstanding shares of PictureTel common stock, on a fully diluted basis, have been validly tendered and not properly withdrawn;

•

the expiration or termination of the applicable waiting period under the HSR Act and the applicable requirements of antitrust or competition laws and regulations of foreign governmental entities;

•

the registration statement of which this prospectus is a part having been declared effective by the SEC and not the subject of any stop order or proceedings seeking a stop order;

•

PictureTel has performed in all material respects all its material covenants, agreements and obligations in the merger agreement;

•

the representations and warranties of PictureTel are true and correct except where the failure to be true and correct would not have a material adverse effect on PictureTel, except for certain representations and warranties, which must be true in all material respects;

•

absence of any law, court order or regulatory action seeking to delay or prohibit the offer or the merger; and

•

shares of Polycom common stock issued to PictureTel stockholders in the offer and the merger having been approved for listing on Nasdaq, subject to official notice of issuance, or being exempt from such requirement under the then applicable laws, regulations and rules of Nasdaq.

    These conditions are for our sole benefit and, other than the minimum tender condition, may be waived in our sole discretion.

Termination of the merger agreement (See page 78)

    Polycom and PictureTel may jointly agree to terminate the merger agreement by mutual written agreement at any time prior to the effective time of the merger. In addition, either Polycom or PictureTel may terminate the merger agreement if:

•

the offer shall have expired or been terminated in accordance with the merger agreement without Polycom having accepted any shares of PictureTel common stock pursuant to the offer, other than as a result of our breach of the merger agreement;

•

we do not consummate the offer on or before February 24, 2002, unless the failure to consummate the offer is principally caused by or results from the failure to fulfill any obligation under the merger agreement of the party seeking termination and such action or failure to act constitutes a breach of the merger agreement;

•

there shall be any applicable law or regulation that makes consummation of the merger illegal or otherwise prohibited, or any entered, final and nonappealable judgment, injunction, order or decree of any court or governmental body having competent jurisdiction enjoining PictureTel or Polycom from consummating the merger; or

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•

a material breach of a covenant has occured, or an event has occurred or a circumstance has arisen that would reasonably be expected to have a material adverse effect on the non-terminating party, in either case that is not curable by the non-terminating party through the exercise of its commercially reasonable efforts.

    PictureTel may terminate the merger agreement at any time prior to acceptance of PictureTel shares for exchange pursuant to the offer in order to enter into a definitive agreement with respect to an Acquisition Proposal, as defined in the merger agreement, provided that:

•

PictureTel is not in breach of certain of its obligations under the merger agreement;

•

PictureTel's board of directors has authorized, subject to complying with the terms of the merger agreement, PictureTel to enter into a definitive written agreement for a transaction that constitutes a Superior Proposal, as defined in the merger agreement;

•

PictureTel notifies Polycom that it has received a Superior Proposal and that it intends to enter into a definitive agreement with respect to such Superior Proposal, attaching the most current version of that agreement to the notice;

•

Polycom does not make, within three business days after receipt of PictureTel's written notice of its intention to enter into a definitive agreement for a Superior Proposal, an offer that PictureTel's board of directors in good faith reasonably determines is at least as favorable to PictureTel's stockholders as the Superior Proposal;

•

during such period PictureTel has informed Polycom of the terms and conditions of such Superior Proposal, and the identity of the person making such Superior Proposal, with the intent of enabling both PictureTel and Polycom to agree to a modification of the terms and conditions of the merger agreement so that the transactions contemplated by the merger agreement may be effected;

•

prior to PictureTel's termination under these circumstances, PictureTel pays to Polycom the termination fee as described below; and

•

following such termination PictureTel enters into a definitive agreement to effect the Superior Proposal.

    Polycom may terminate the merger agreement if, prior to the first acceptance of PictureTel shares for exchange pursuant to the offer:

•

the PictureTel board of directors, or any of its committees, approves or recommends to the PictureTel stockholders any Acquisition Proposal;

•

the PictureTel board of directors, or any of its committees, for any reason withholds, withdraws, amends or modifies its recommendation in favor of the offer, the adoption and approval of the merger agreement or the approval of the merger;

•

PictureTel fails to include the recommendation of the PictureTel board of directors in favor of the offer, the adoption and approval of the merger agreement in the Solicitation/Recommendation filed by PictureTel on Schedule 14D-9, the Schedule TO filed by Polycom and this prospectus;

•

PictureTel enters into any letter of intent or similar document or any agreement, contract or commitment, other than a confidentiality agreement as permitted by the merger agreement, accepting any Acquisition Proposal;

•

a tender or exchange offer is commenced by a person unaffiliated with Polycom, and PictureTel does not send to its stockholders pursuant to certain rules under the Exchange Act, within 10 business days of the day that such offer is first published, sent or given, a statement that PictureTel recommends rejection of such tender or exchange offer and reaffirming the

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recommendation of the PictureTel board of directors in favor of the offer, the adoption and approval of the merger agreement; or

•

PictureTel breaches the provisions regarding nonsolicitation contained in the merger agreement in any material respect.

Termination fee (See page 80)

    PictureTel must pay Polycom a termination fee of $14,500,000 in cash if the merger agreement is terminated under the circumstances described under "The Merger Agreement—Termination Fee" on page 80.

Opinion of PictureTel's financial advisor

    In connection with the offer and the merger, PictureTel's board of directors received a written opinion, dated May 24, 2001, of its financial advisor, Robertson Stephens, Inc., to the effect that, as of that date and based on and subject to the matters stated in its opinion, the aggregate consideration per share of $3.11 in cash and 0.1177 of a share of Polycom common stock to be received in the offer and the merger by holders of PictureTel common stock was fair, from a financial point of view, to the holders of PictureTel common stock (other than Polycom, Pharaoh Acquisition Corp. and any of their respective affiliates and other than any holders of PictureTel's common stock as to which dissenters' rights have been properly exercised). The full text of the Robertson Stephen's opinion dated May 24, 2001 is attached as Annex A to PictureTel's Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed to the stockholders of PictureTel with this prospectus, and should be read carefully in its entirety for a description of the assumptions made, matters considered and limitations on the review undertaken. The opinion of Robertson Stephens does not constitute a recommendation to any stockholder as to whether or not stockholders should tender shares pursuant to the offer or how stockholders should vote or act on any matter relating to the merger.

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FORWARD LOOKING STATEMENTS

    You should not rely on forward looking statements in this prospectus. This prospectus and the documents incorporated by reference into this prospectus contain forward looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 with respect to Polycom's and PictureTel's financial conditions, operating results and businesses and on the expected impact of the offer and the merger on Polycom's financial performance. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," "may," "will," "should," "estimates," "predicts," "potential," "continue" and similar expressions to identify such forward looking statements. These forward looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward looking statements.

    Some of the factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, but are not limited to, the following possibilities:

•

combining the businesses of Polycom and PictureTel may cost more than we expect;

•

the completion of the proposed offer and the merger may be materially delayed or prohibited;

•

general economic conditions or conditions in securities markets may be less favorable than we currently anticipate;

•

expected cost savings and revenue enhancements from the merger may not be fully realized or realized within the expected time frame;

•

integrating the businesses of Polycom and PictureTel and retaining key personnel may be more difficult than we expect;

•

contingencies may arise of which we were not aware or of which we underestimated the significance;

•

our revenues after the merger may be lower than we expect;

•

we may lose more business or customers after the merger than we expect, or our operating costs may be higher than we expect;

•

the amount, both in absolute dollars and as a percentage of net sales, of Polycom expenditures for research and development, selling, general and administrative and capital acquisitions and improvements may be materially greater or less than those expected; or

•

development costs, anticipated completion, introduction and projected revenues from Polycom's new and developing products and technologies may be materially different than anticipated.

    Some of these factors and additional risks and uncertainties are further discussed under the other factors identified in "Risk Factors" beginning on page 14. PictureTel stockholders are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date of this prospectus or the date of any document incorporated by reference as applicable.

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RISK FACTORS

The offer and the merger involve a high degree of risk. By tendering in the offer, PictureTel stockholders will be choosing to invest in Polycom common stock. An investment in Polycom common stock also involves a high degree of risk. In addition to the other information contained in this prospectus, you should carefully consider the risks involved in the offer and the merger, including the following risk factors and those incorporated by reference into this prospectus, in deciding whether to tender.

RISKS RELATING TO THE PROPOSED OFFER AND MERGER

The Polycom common stock to be received by PictureTel stockholders in the offer and the merger and PictureTel's common stock will fluctuate in value.

    Upon completion of the offer and the merger, each share of common stock of PictureTel will be exchanged for $3.11 in cash and 0.1177 of a share of Polycom common stock. The cash portion and the fraction of a Polycom share you receive under the offer and as merger consideration will not change even if the market price of either or both the PictureTel and Polycom common stock fluctuates. The specific dollar value of Polycom common stock you will receive upon completion of the offer or the merger will depend on the market value of Polycom common stock on the closing date of each, and could vary significantly from its current price. Polycom's stock price has been volatile and you should expect it to continue to fluctuate.

We may not realize the benefits we expect from the offer and the merger, which would likely cause the Polycom stock price to decline.

    Polycom may not realize the benefits described in "Reasons for the Offer and the Merger" on page 44 because of the following challenges:

•

potentially incompatible cultural differences between the two companies;



•

incorporating PictureTel's technology and products into the next generation of products of the combined company;



•

geographic dispersion of operations;



•

integrating PictureTel's technical team with Polycom's engineering organizations;



•

generating market demand for an expanded product line that includes PC-based systems and collaboration-intensive applications;



•

expected synergy benefits from the merger, such as lower costs, may not be realized or may be realized more slowly than anticipated;



•

integrating PictureTel's products with Polycom's business, because Polycom does not have manufacturing, marketing or support experience for these products;



•

some of PictureTel's suppliers, distributors, customers and licensors are Polycom's competitors or work with Polycom's competitors, and as a result may terminate their business relationships with the combined company; and



•

the difficulty of leveraging PictureTel's and Polycom's combined technologies and capabilities across all product lines and customer bases.

The integration process may disrupt Polycom's businesses and internal resources.

    The integration of Polycom and PictureTel will be complex, time consuming and expensive and may disrupt Polycom's business. In addition, the integration process may strain the combined company's financial and managerial controls and reporting systems and procedures. This may result in the

14

diversion of management and financial resources from the combined company's core business objectives.

Officers and directors of PictureTel have potential conflicts of interest.

    PictureTel stockholders should be aware of potential conflicts of interest and the benefits available to PictureTel directors when considering PictureTel's board of directors' recommendation to approve the transaction. PictureTel officers and directors have stock options, employment agreements and/or benefit plans that provide them with interests in the transaction that are different from, or in addition to, interests of PictureTel stockholders. See "Interests of PictureTel Officers and Directors in the Transaction" on page 64.

General uncertainty related to the offer and the merger could harm the combined company.

    Polycom or PictureTel customers may, in response to the announcement of the proposed offer and the merger, delay or defer purchasing decisions. If Polycom or PictureTel customers delay or defer purchasing decisions, the combined company's revenue could materially decline or any increases in revenue could be lower than expected. Similarly, Polycom and PictureTel employees may experience uncertainty about their future roles with the combined company. This may harm the combined company's ability to retain and attract key management, marketing and technical personnel. Also, speculation regarding the likelihood of the closing of the offer and the merger could increase the volatility of Polycom's and PictureTel's share prices.

Third parties may terminate or alter existing contracts with PictureTel.

    PictureTel has contracts with some of its suppliers, distributors, customers, licensors and other business partners. Certain of these contracts require PictureTel to obtain consent from these other parties in connection with the offer or the merger. If their consent cannot be obtained, these contracts may be terminated and PictureTel may suffer a loss of potential future revenue and may lose rights to facilities or intellectual property that are material to PictureTel's business and the business of the combined company.

Failure to complete the offer or the merger could harm PictureTel's stock price and future business and operations.

    If the offer and the merger are not completed, PictureTel may be subject to the following risks:

•

if the merger agreement is terminated under certain circumstances, PictureTel will be required to pay Polycom a termination fee of $14,500,000;



•

the price of PictureTel's common stock may decline to the extent that the current market price of PictureTel common stock reflects a market assumption that the offer and the merger will be completed;



•

costs related to the offer and the merger, such as legal, accounting and certain financial advisory fees, must be paid even if the offer and the merger are not completed; and



•

if the merger agreement is terminated and PictureTel's board of directors determines to seek another merger or business combination, PictureTel may not be able to find a partner willing to pay an equivalent or more attractive price than that which would be paid in the offer and the merger.

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Risks related to the combined company and unanticipated fluctuations in the combined company's quarterly operating results could affect the combined company's stock price.

    Each of Polycom and PictureTel believes that quarter-to-quarter comparisons of its financial results are not necessarily meaningful indicators of the future operating results of the combined company and should not be relied on as an indication of future performance. If the combined company's quarterly operating results fail to meet the expectations of analysts, the trading price of Polycom common stock following the offer and the merger could be negatively affected. Each of Polycom's and PictureTel's quarterly operating results have varied substantially in the past and those of the combined company may vary substantially in the future depending upon a number of factors described in this section of this prospectus, including many that are beyond the combined company's control. Polycom and PictureTel cannot be certain that the business strategy of the combined company will be successful or that it will successfully manage these risks. If the combined company fails to adequately address any of these risks or difficulties, its business would likely suffer.

Polycom has experienced significant growth in its business in recent periods and the combined company's ability to manage this growth and any future growth will affect its ability to become profitable.

    Polycom's historical growth has placed, and any further growth is likely to continue to place, a significant strain on resources. Polycom has grown from 526 employees at December 31, 1999 to 772 employees at December 31, 2000. In the event the offer and the merger are successful, the combined company will employ a total of approximately 1,600 employees, assuming no workforce reductions. The combined company's productivity and the quality of its products may be adversely affected if it does not integrate and train its new employees quickly and effectively. Polycom also cannot be sure that the combined company's revenues will grow at a sufficient rate to absorb the costs associated with a larger overall headcount. Polycom expects that the combined company will need to expand its infrastructure, including operating and administrative systems and controls, train employees and coordinate among its executive, engineering, finance, marketing, sales, operations and customer support organizations. In addition, the future growth of the combined company may require significant resources and management attention. Further, once the combined company assesses its resources, it will likely determine that redundancy in certain areas will require consolidation of its resources, and any organizational disruptions associated with the consolidation process could require further management attention and financial resources. Managing this growth will require substantial resources that the combined company may not have or may not be able to obtain in a timely manner and, therefore, would impede the combined company's growth.

The combined company may not be able to sustain the revenue growth rates previously experienced by Polycom.

    Although Polycom's revenue has grown rapidly in recent years, Polycom does not anticipate that the combined company will sustain this rate of revenue growth because of the difficulty of maintaining high percentage increases as the combined company's revenue base increases and because of PictureTel's recent history of flat or declining revenues.

The combined company will need to retain and recruit executive and other personnel to successfully expand its business.

    The combined company's success will depend to a significant extent on the continued service of its key executive officers and other key employees, including key sales, consulting, technical, operational and marketing personnel. If the combined company unexpectedly loses the services of one or more of its executives or key employees, this could harm the combined company's business and could affect its ability to successfully implement its business objectives. The combined company's future success will

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also depend in large part on its ability to attract and retain experienced technical, sales, marketing, operational and management personnel.

Polycom and PictureTel have experienced losses in the past, and the combined company may experience losses in the future.

    PictureTel and Polycom have experienced losses in the past. Polycom expects that the combined company will continue to incur significant sales and marketing, product development and administrative expenses. As a result, the combined company will need to generate significant revenue to maintain profitability. Polycom cannot be certain that the combined company will sustain or increase profitability in the future. Any failure to significantly increase revenue as the combined company implements its product and distribution strategies would adversely affect its business.

Polycom will incur significant costs associated with the offer and the merger which could negatively affect its financial performance.

    Polycom expects to incur significant costs and commit significant management time integrating PictureTel's operations, technology, development programs, products, information systems, clients and personnel. These costs may be substantial and may include costs for:

•

integration and reorganization of operations, including combining teams, facilities and processes in various functional areas;



•

identifying duplicative or redundant resources, developing plans for resource consolidation and implementing those plans;



•

fees and expenses of professionals and consultants involved in completing the integration process;



•

converting and integrating information systems;



•

incurring potential existing liabilities of PictureTel;



•

employee relocation, redeployment or severance costs;



•

integration of technology and products; and



•

other transaction costs associated with the merger, including financial advisor, attorney's, accountant's and financial printer fees.

    In addition, successful integration of Polycom's and PictureTel's operations, products and personnel may place a significant burden on management and internal resources of the companies. The diversion of management attention and any difficulties encountered in the transition and integration process could harm the combined company's business, financial condition and operating results.

Potentially significant increases in amortization expense from preliminary estimates reflected in the unaudited pro forma condensed combined consolidated financial information may occur once the purchase consideration is finally allocated to PictureTel's net assets.

    Pro forma results of operations reflect adjustments, which are based upon preliminary estimates, to reflect the allocation of the purchase consideration to the acquired assets and liabilities of PictureTel. The final allocation of the purchase consideration will be determined after the completion of the merger and will be based on appraisals and a comprehensive final evaluation of the fair value of PictureTel's tangible assets, liabilities and identifiable intangible assets at the time of the merger. Accordingly, the final determination of tangible and intangible assets may result in amortization expense that is significantly higher than the preliminary estimates of these amounts, which would cause

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our depreciation and amortization expenses to increase. See "Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements" on page 86.

Need for governmental clearances may delay consummation of the offer and the merger.

    The offer is conditioned upon the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. In addition, other filings with, notifications to and authorizations and approvals of, various governmental agencies with respect to the offer, the merger and other transactions contemplated by the merger agreement, relating primarily to antitrust issues, must be made and received prior to the consummation of the offer and merger. We and PictureTel are seeking to obtain all required regulatory clearances prior to the scheduled completion of these transactions. You should be aware that all required regulatory clearances may not be obtained on that timetable, restrictions on the combined operations of the two companies may be sought by governmental agencies as a condition to obtaining these clearances and operating restrictions imposed could adversely affect the value of the combined company. Please refer to "The Offer—Conditions of the Offer" and "—Regulatory Clearances" on pages 56 and 58, respectively, for more information.

RISKS RELATING TO POLYCOM

Our quarterly operating results fluctuate significantly and we may not be able to maintain our historical growth rates.

    Our quarterly operating results have fluctuated significantly in the past and may vary significantly in the future as a result of a number of factors. These factors include:

•

changes in general economic conditions, as has been the case recently, and specific economic conditions prevailing in the broadband communications and other technology industries;



•

market acceptance of new product introductions and product enhancements by us or our competitors;



•

our prices and those of our competitors' products;



•

the timing and size of the orders for our products;



•

the mix of products sold;



•

fluctuations in the level of international sales;



•

the delay in the rollout of digital subscriber line, or DSL, technology;



•

the cost and availability of components;



•

manufacturing costs;



•

the level and cost of warranty claims;



•

changes in our distribution network;



•

fluctuations in demand for our products;



•

the levels of inventory of our products that resellers are willing to maintain;



•

our distribution channels reducing their inventory levels;



•

slowing sales by our resellers to their customers, placing further pressure on our resellers to minimize inventory levels and reduce purchases of our products;



•

the impact of seasonality; and



•

the level of royalties to third parties.

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    Although we have had significant sequential revenue growth in the recent quarters prior to the quarter ended March 31, 2001, fluctuations in our quarterly operating results due to these or other factors could prevent us from sustaining these growth rates or meeting our expectations, and you should not use these past results to predict future operating margins and results. For example, in the first quarter of 2001, we did not meet original revenue and profit expectations and the second quarter of 2001 is unpredictable. In particular, a number of these factors negatively affected our results of operations in the first quarter of 2001. Further, our quarterly revenues and operating results depend upon the volume and timing of customer orders received during a given quarter, and the percentage of each order which we are able to ship and recognize as revenue during each quarter, each of which is difficult to forecast. In addition, the majority of our orders in a given quarter historically have been shipped in the third month of that quarter. If this trend continues, any failure or delay in the closing of orders during the last part of a quarter will seriously harm our business.

    Some of our products have experienced seasonal fluctuations which have affected sequential growth rates for these products. For example, there appears to be a slow down in the summer quarter for our products in the European region. In addition, sales of our video communications products appear to decline in the first quarter of the year compared to the fourth quarter of the prior year. These fluctuations negatively affect our business during those quarters which could cause operating results to fall short of anticipated results, which would have a negative impact on our stock price.

    As a result of these and other factors, we believe that period-to-period comparisons of our historical results of operations are not a good predictor of our future performance. If our future operating results are below the expectations of stock market analysts, our stock price will decline.

General economic conditions may reduce our revenues and harm our business.

    As our business has grown, we have become increasingly subject to adverse changes in general economic conditions, which can result in reductions in capital expenditures by our end-user customers, longer sales cycles, deferral or delay of purchase commitments for our products, and increased price competition. These factors adversely impacted our operating results in the first quarter of 2001, and, if the current economic slowdown continues or worsens, these factors will continue to adversely affect our business and results of operations. In addition, we also face the risk that our resellers have built up inventories in anticipation of a growth in sales. If such sales growth does not occur as anticipated by these resellers for any reason, including the current slowdown in economic growth that began in the fourth quarter of 2000 and is expected to continue for most of the remainder of 2001, these resellers may substantially decrease the amount of product ordered in subsequent periods or product returns may exceed historical or predicted levels, which would harm our business. As such, sales to end users by our channel partners in the first and second quarters of 2001 thus far have not been strong, and therefore, we believe our channel partners will reduce their inventory levels substantially in the future, including in the second quarter of 2001.

Difficulty in estimating customer orders could harm our operating results.

    We typically ship products within a short time after we receive an order and historically have had no material backlog. As a result, backlog, at any point in time, is not a good indicator of future net revenues, and net revenues for any particular quarter cannot be predicted with any degree of accuracy. Additionally, orders from our reseller customers are based on the level of demand from end-users. The uncertainty of end-user demand means that any quarter could be significantly negatively impacted by lower end-user orders, which could in turn negatively affect orders we receive from our resellers. Accordingly, our expectations for both short- and long-term future net revenues are based almost exclusively on our own estimate of future demand and not on firm reseller orders. Expense levels are based, in part, on these estimates. Since a majority of our customer orders are received in the last month of a quarter, we are limited in our ability to reduce expenses quickly if for any reason orders

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and net revenues do not meet our expectations in a particular period. In addition, we have historically experienced a lag in demand during the summer months, which adds to the level of difficulty in predicting revenue levels.

We depend on distributors and resellers to sell our products, and we are subject to risks associated with their inventories of our products, their product sell-through and the success of their businesses.

    We sell a significant amount of our products to distributors and resellers who maintain their own inventory of products for sale to dealers and end-users. A substantial percentage of the total products sold during a particular quarter consists of distributor and reseller stocking orders. We typically provide special cost or early payment incentives for distributors and resellers to purchase the minimum or more than the minimum quantities contemplated under their agreements with us. If these distributors and resellers are unable to sell an adequate amount of their inventory of our products in a given quarter to dealers and end-users or if distributors and resellers decide to decrease their inventories for numerous reasons, including the current slowdown in economic growth that began in the fourth quarter of 2000 and is expected to continue for most of the remainder of 2001, it would negatively affect the volume of our sales to these distributors and resellers and also negatively affect our net revenues which could harm our business. These conditions negatively affected our business and operating results in the first quarter of 2001, and we are uncertain about how long these conditions will impact our business for the remainder of 2001. Also, if we choose to eliminate or reduce stocking incentive programs, quarterly revenues may fail to meet our expectations or be lower than historical levels.

    Our revenue estimates are based largely on end-user sales reports that our distributors and resellers provide to us on a monthly basis. To date, we believe this data has been generally accurate in North America but less reliable outside of this region. To the extent that this sales-out and channel inventory data is inaccurate in either North America or outside of North America, we may not be able to make revenue estimates or may find that our previous estimates were inaccurate.

    Many of our distributors and resellers that carry multiple Polycom products, and from whom we derive significant revenues, are undercapitalized. The failure of these businesses to establish and sustain profitability or obtain financing could have a significant negative effect on our future revenue levels and profitability. The economic slowdown in the United States, and its potential negative economic impact on the rest of the world, could cause more of our customers' businesses to fail which would harm our business.

    Lucent Technologies, one of our larger resellers, accounted for 11% of our net revenues in the three months ended December 31, 2000, primarily related to Lucent's purchases of our network access products during that period. In addition, Lucent accounted for 10% of net revenues in both 1999 and 1998. In the three months ended March 31, 2001, the amount of orders we received from Lucent dropped significantly which had a negative effect on our revenues and profitability. If Lucent Technologies continues to reduce its purchases of our products due to the current economic slowdown or any other factor, it will continue to harm our business. In addition, Lucent Technologies has spun off its business equipment division, now known as Avaya Inc. We do not yet know how this spin-off will affect us. In connection with this restructuring, if the combined business from Lucent and Avaya yields a significant reduction in the amount of orders to us, it could harm our business.

    Late in the first quarter of 2000, we began shipping the ViewStation FX product. The timing of this delivery date likely created confusion in our reseller customer base and end-user customer market as these groups waited to see if this new ViewStation product was more desirable than the existing products. Therefore, the timing of this new product release likely had a negative effect on our 2000 first quarter sales-in to resellers and sales-out to end-users. We cannot assure you that a similar situation will not happen again.

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    A major contributor to the expected growth of the broadband distribution market has been the deployment of digital subscriber lines, or DSL. Beginning in the second half of 2000 and continuing into the first half of 2001, some DSL providers experienced delays in delivering their service which caused financial troubles for these companies. These DSL providers are customers of our network access products through original equipment manufacturers, or OEM, providers we use as resellers. These service delays slowed the expected growth in this market which in turn slowed sales of our network access products. If these conditions persist, they will negatively impact revenues from our network access products.

    The announced transaction with PictureTel could create confusion among our reseller customers due to the potential uncertainties concerning our and PictureTel's product offerings. This confusion may lead to delays in ordering our existing products, which would negatively affect our revenues, which would harm our business.

We may experience delays in product introductions and our products may contain defects which could adversely affect market acceptance for these products and our reputation and seriously harm our results of operations.

    Since the beginning of 1998, our revenue growth has been due in large part to new video communications product introductions. Although we are continuing to introduce new products, such as the ViaVideo, ViewStation 4000, ViewStation FX, SoundPoint Pro 3.0 products and our new voice over internet protocol, or VoIP, products, we cannot assure you that new product releases will be timely or that they will be made at all. In fact, the ViewStation FX and ViaVideo were delayed from their original release dates, which we believe negatively affected our net revenues in 2000. Additionally, we cannot assure you that any new or existing product introductions will be free from defects or produce the revenue growth experienced in 1999 and 2000.

    In the past we have experienced other delays in the introduction of certain new products and enhancements and believe that such delays may occur in the future. For instance, we experienced delays in introducing the ViewStation MP and WebStation in 1998 from their original expected release dates due to unforeseen technology and manufacturing ramping issues. Similar delays occurred during the introduction of the ShowStation IP, SoundStation Premier and ShowStation, affecting the first customer ship dates of these products. We also had delays in introducing our SoundStation IP product which we believe negatively impacted our sales revenue in the first quarter of 2001. Any similar delays in the future for other new product offerings such as VoIP, desktop or other product line extensions could adversely affect market acceptance for these products and our reputation and seriously harm our results of operations. Further, due to the dynamic nature of the network access market sector, any delays in enhancements to our NetEngine product line extensions would seriously harm our business.

We have limited supply sources for some key components of our products, and our operations could be harmed by supply interruptions, component defects or unavailability of these components.

    Some key components used in our products are currently available from only one source and others are available from only a limited number of sources, including some key integrated circuits and optical elements. We also obtain certain plastic housings, metal castings and other components from suppliers located in Singapore and China, and any political or economic instability in that region in the future, or future import restrictions, may cause delays or an inability to obtain these supplies. We have no supply commitments from our suppliers and generally purchase components on a purchase order basis either directly or through our contract manufacturers. We and our contract manufacturers have had limited experience purchasing volume supplies of various components for our products and some of the components included in our products, such as microprocessors and other integrated circuits, have from time to time been subject to limited allocations by suppliers. In the event that we or our contract manufacturers were unable to obtain sufficient supplies of components or develop alternative sources

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as needed, our operating results could be seriously harmed. In particular we have recently encountered some development delays and component shortages relating to our network access products, and if such conditions continue, our business will suffer. Moreover, our operating results would be seriously harmed by receipt of a significant number of defective components, an increase in component prices or our inability to obtain lower component prices in response to competitive price reductions. Additionally, our video communications products are designed based on integrated circuits produced by Philips and video equipment produced by Sony. If we could no longer obtain integrated circuits or video equipment from these suppliers, we would incur substantial expense and take substantial time in redesigning our products to be compatible with components from other manufacturers, and we cannot assure you that we would be successful in obtaining these components from alternative sources in a timely or cost-effective manner. Additionally, both Sony and Philips are our competitors in the video communications industry, which may adversely affect our ability to obtain necessary components. The failure to obtain adequate supplies could prevent or delay product shipments, which could harm our business. We also rely on the introduction schedules of some key components in the development or launch of new products, in particular, our network access products. Any delays in the availability of these key components could harm our business.

We rely on third-party license agreements and termination or impairment of these agreements may cause delays or reductions in product introductions or shipments which would harm our business.

    We have licensing agreements with various suppliers for software incorporated into our products. For example, we license video communications source code from RADVision, VTEL, Telesoft, Omnitel, Adtran and EBSNet, video algorithm protocols from Real Networks and Ezenia!, development source code from Digital Equipment and Philips Semiconductor, audio algorithms from Lucent Technologies and Nortel Networks, communication software from DataBeam and Windows software from Microsoft. In addition, for our new network access products, we have interoperability agreements with Jetstream Communications and Tollbridge Technologies, and we depend significantly on these agreements and our ability to secure similar licenses from other gateway providers. These third-party software licenses may not continue to be available to us on commercially reasonable terms, if at all. The termination or impairment of these licenses could result in delays or reductions in new product introductions or current product shipments until equivalent software could be developed, licensed and integrated, if at all possible, which would harm our business.

Lower than expected market acceptance of our products and price competition would negatively impact our business.

    If our products are not accepted by the market, our profitability could be harmed. For example, we lowered the price of the ShowStation IP by 23% effective March 1999 due to market acceptance issues for this product. Similar price reductions and demand issues could occur for any of our products which could negatively impact our net revenues and profitability. Further, through the end of 2000, growth rates of voice and video product sales from our sales channels to end-users were significant. Future growth rates for these and our other products may not achieve these levels of growth.

    Our profitability could also be negatively affected in the future as a result of continuing competitive price pressures in the sale of conferencing equipment, network systems and network access devices. Although past price reductions have been driven by our desire to expand the market for our products, and we expect that in the future we may further reduce prices or introduce new products that carry lower margins in order to further expand the market or to respond to competitive pricing pressures, such actions may not have the desired impact.

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International sales are accounting for an increasing portion or our net revenue, and risks inherent in international sales could harm our business.

    International sales are accounting for an increasing portion of our net revenues, and we anticipate that international sales will continue to account for a significant portion of our net revenues for the foreseeable future. International sales are subject to certain inherent risks, including unexpected changes in regulatory requirements and tariffs, difficulties in staffing and managing foreign operations, longer payment cycles, problems in collecting accounts receivable and potentially adverse tax consequences. Additionally, international net revenues may fluctuate as a percentage of total net revenues in the future as we introduce new products. This is because we expect to initially introduce any new products in North America and also because of the additional time required for product homologation and regulatory approvals of new products in international markets. To the extent we are unable to expand international sales in a timely and cost-effective manner, our business could be harmed. We cannot assure you that we will be able to maintain or increase international market demand for our products. Additionally, to date, a substantial majority of our international sales has been denominated in U.S. currency; however, if international sales were denominated in local currencies in the future, these transactions would be subject to currency fluctuation risks.

Our recent acquisitions of Accord Networks and Circa Communications could adversely impact our business.

    We completed the acquisition of Accord Networks Ltd., or Accord, on February 28, 2001 and completed the acquisition of Circa Communications Ltd., or Circa, on April 2, 2001. As a result of the completion of the Accord acquisition, we face additional risks that are set forth in the section entitled "Risk Factors," on pages 13-22 of the proxy statement/prospectus dated January 29, 2001, and filed with the Securities and Exchange Commission on January 29, 2001. These risks relate to the impact of the merger on our business, risks related to the operation of the combined company, and risks related to the business of Accord, including its operations in Israel. We face similar risks in the integration of Circa. Failure to achieve the anticipated benefits of these or any future acquisition or to successfully integrate the operations of Accord and Circa could also harm our business and results of operations. Additionally, we cannot assure you that we will not incur material charges in future quarters to reflect additional costs associated with any future acquisitions we may make.

Conflicts with our channel partners could hurt sales of our products.

    We have various OEM agreements with some major telecommunications equipment manufacturers, such as Lucent Technologies, whereby we manufacture our products to work with the equipment of the OEM. These relationships can create channel conflicts with our other distributors who directly compete with the OEM partner, which could adversely affect revenue from non-OEM channels. Because many of our distributors also sell equipment that competes with our products, the distributors could devote more attention to the other products, which could harm our business. For example, a significant amount of our network systems revenues are generated from sales to Tandberg and VCON which compete with us in the video communications product market. Due to this conflict, they may significantly reduce their orders to us for network systems products which could harm our business. Further, other channel conflicts could arise which cause distributors to devote resources to other non-Polycom communications equipment, which would negatively affect our business or results of operations.

    We currently have agreements with video communications equipment suppliers under which these equipment suppliers resell our SoundPoint PC voice products along with their video communications products. We compete with these equipment suppliers in the voice conferencing market and, as such, we cannot assure you that they will enter into future agreements to resell or supply any of our new or enhanced communication products. Further, some of our current video products and video products under development are directly competitive with the products of these suppliers. As a consequence, competition between us and these suppliers is likely to increase, resulting in a strain on the existing relationship between the companies. Any such strain could limit the potential contribution of these relationships to our business.

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    We also have an agreement with Siemens under which Siemens resells our video communications products. We compete with Siemens in the networks access products market, and we consequently cannot assure you that they will enter into future agreements with us to resell any of our new or enhanced video communications products. Further, some of our network access products currently under development are directly competitive with Siemens products. As a consequence, competition between us and Siemens is likely to increase, resulting in a strain on our relationship with Siemens. Any such strain could limit the potential contribution of our relationship with Siemens to our business.

    In addition, we depend on several key agreements, including our agreement with Jetstream Communications in the network access products market. Conflicts may occur in this evolving market as we seek other relationships. These conflicts could harm our business.

Our success depends on our ability to assimilate new technologies in our products and to properly train our resellers in the use of those products.

    The markets for voice and video communications products, network systems and network access products are characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. The success of our new products depends on several factors, including proper new product definition, product cost, timely completion and introduction of new products, differentiation of new products from those of our competitors and market acceptance of these products. Additionally, properly addressing the complexities associated with DSL and integrated services digital network, or ISDN, compatibility, reseller training, technical and sales support as well as field support are also factors that may affect our success in this market. Further, the shift of communications from circuit-switched to IP-based wired and wireless technologies over time may require us to add new resellers and gain new core technological competencies. We are attempting to address these needs and the need to develop new products through our internal development efforts and joint developments with other companies. We cannot assure you that we will successfully identify new voice, video, network systems and network access product opportunities and develop and bring new voice, video and network access products to market in a timely manner. Further, we cannot assure you that competing technologies developed by others will not render our products or technologies obsolete or noncompetitive. The failure of our new voice, video, network systems and network access product development efforts and any inability to service or maintain the necessary third-party interoperability licenses would harm our business and results of operations.

Manufacturing disruption or capacity constraints would harm our business.

    We subcontract the manufacture of our SoundStation, SoundStation Premier, SoundPoint Pro, ViewStation, ViaVideo and our NetEngine access products to Celestica, a third-party contract manufacturer. We use Celestica's Thailand facilities, and should there be any disruption in services due to natural disaster or economic or political difficulties in Thailand or Asia, or for any other reason, such disruption would harm our business and results of operations. Also, Celestica is currently the sole source manufacturer of these products, and if this subcontractor experiences an interruption in operations or otherwise suffers from capacity constraints, we would experience a delay in shipping these products and we may not be able to meet any demand for our products, either of which could negatively affect revenues in the quarter of the disruption and harm our reputation. In addition, operating in the international environment exposes us to certain inherent risks, including unexpected changes in regulatory requirements and tariffs, difficulties in staffing and managing foreign operations and potentially adverse tax consequences, all of which could harm our business and results of operations. Further, our network systems products are manufactured in Israel which is currently experiencing internal and external conflicts that include terrorist and military action. We could experience a manufacturing disruption due to acts associated with this conflict which could harm our business. In addition, certain technology used in the network systems products was developed through

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grants from the Office of the Chief Scientist in Israel. Under Israeli law, it is prohibited to transfer technology developed pursuant to these grants to any person without the prior written consent of the Office of the Chief Scientist. The grants also contain restrictions on the ability to manufacture products developed with these grants outside of Israel. Approval to manufacture such products outside of Israel, if granted, is generally subject to an increase in the total amount to be repaid to the Office of the Chief Scientist to between 120% to 300% of the amount granted, depending on the extent of the manufacturing to be conducted outside of Israel. These restrictions on the ability to transfer technology to third parties or manufacture products outside Israel may adversely affect our operating results and significantly reduce the value of the technology developed under these grants.

Product obsolescence and other asset impairment can negatively affect our results of operation.

    We operate in a high technology industry which is subject to rapid and frequent technology changes. These technology changes can and do often render existing technologies obsolete. These obsolescence issues can require write-downs in inventory value when it is determined that the existing inventory cannot be sold at or above net realizable value. This situation occurred in the first quarter of 2001 when we recorded additional excess and obsolescence charges associated with our inventory of network access products. This situation also occurred during the first quarter of 2000 for the ShowStation IP. In addition, if the introduction of our SoundPoint Pro product has a materially negative effect on the future sales of our SoundPoint product, our net revenues could be reduced and an excess and obsolescence issue concerning our SoundPoint inventory could result, which could lower our profitability. The potential for new products to render existing products obsolete or reduce the demand for existing products exists for every one of our products. In addition, we have made investments in private companies which we classify as "Other Investments" in our balance sheet. The value of these investments is influenced by many factors, including the operating effectiveness of these companies, the overall health of these companies' industries and general market conditions. Due to these and other factors, we have previously determined and may in the future determine that the value of these investments is impaired, which has caused and would cause us to write down the stated value of these investments. Further, we cannot assure you that future inventory, investment, license, fixed asset or other asset writedowns will not happen. If future writedowns do occur, they could harm our business.

Failure to adequately service and support our products could harm our results of operations.

    Our recent growth has been due in large part to an expansion into products with more complex technologies and protocols, including our recently introduced network access products and our network systems products. This has increased the need for increased product warranty and service capabilities. If we cannot develop and train our internal support organization or maintain our relationship with our outside technical support, it could harm our business.

Our cash flow could fluctuate due to our ability to collect receivables.

    Over the past several quarters, we initiated significant investments in Europe and Asia to expand our business in these regions. In Europe and Asia, as with other international regions, credit terms are typically longer than in the United States. Therefore, as Europe, Asia and other international regions grow as a percentage of our net revenues, as happened in 1999 and 2000, and in the first quarter of 2001, accounts receivable balances will likely increase over previous years. Additionally, sales in the network access, network systems and video communications industries typically have longer payment periods over our traditional experience in the voice communications market. Therefore, if network access, network systems and video products constitute a greater percentage of net revenues, accounts receivable balances will likely increase. These increases would cause our days sales outstanding to increase over prior years and will negatively affect future cash flows. Although we have been able to

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offset the effects of these influences through additional incentives offered to resellers at the end of the quarter in the form of prepaid discounts, these additional incentives have lowered our profitability and, given the slow down in the economy of the United States, many companies are opting to not take advantage of our incentives and instead preserve their liquidity. In addition, the economic slowdown in the U.S. may restrict the availability of capital which may delay our collections from our resellers beyond our historical experience, which would further harm our cash flow and days sales outstanding performance.

Our stock price fluctuates as a result of the conduct of our business and stock market fluctuations.

    The market price of our common stock has experienced significant fluctuations and may continue to fluctuate significantly. The market price of our common stock may be significantly affected by a variety of factors, including:

•

statements or changes in opinions, ratings or earnings estimates made by brokerage firms or industry analysts relating to the market in which we do business or relating to us specifically;



•

the announcement of new products or product enhancements by us or our competitors;



•

technological innovations by us or our competitors;



•

quarterly variations in our results of operations;



•

general market conditions or market conditions specific to particular industries; and



•

domestic and global macroeconomic factors.

    In addition, recently the stock market has experienced extreme price and volume fluctuations. These fluctuations have had a substantial effect on the market prices for many high technology companies, such as Polycom. These fluctuations are often unrelated to the operating performance of the specific companies.

Business interruptions could adversely affect our business.

    Our operations are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure and other events beyond our control. We do not have a detailed disaster recovery plan. Our facilities in the State of California are currently subject to electrical blackouts as a consequence of a shortage of available electrical power. In the event these blackouts continue or increase in severity, they could disrupt the operations of our affected facilities. In addition, we do not carry sufficient business interruption insurance to compensate us for losses that may occur and any losses or damages incurred by us could have a material adverse effect on our business.

Our reseller customer contracts are typically short-term and early terminations of our contracts may harm our results of operations.

    We do not typically enter into long-term contracts with our reseller customers, and we cannot be certain as to future order levels from our reseller customers. When we do enter into a long-term contract, the contract is generally terminable at the convenience of the customer. In the event of an early termination by one of our major customers, it is unlikely that we will be able to rapidly replace that revenue source, which would harm our results of operations.

Failure to manage our growth may harm our business.

    Our business has grown in recent years through both internal expansion and acquisitions, and continued growth may cause a significant strain on our infrastructure and internal systems. To manage our growth effectively, we must continue to improve and expand our management information systems

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and continue resource additions such as headcount, capital and processes in a timely and efficient manner. We cannot assure you that resources will be available when we need them or that we will have sufficient capital to fund these resource needs. In addition, our success depends to a significant extent on the management skills of our executive officers and other members of our senior management. If we are unable to manage growth effectively, or we experience a shortfall in resources, our results of operations will be harmed.

If we fail to successfully compete, our business and results of operations would be significantly harmed.

    We have significant competition in the broadband communications industry, which is subject to rapid technological change. In video communications, our major competitors include NEC, PictureTel, RSI, Sony, Sun Microsystems, Tandberg, VCON, Gentner, Aethra and VTEL, as well as various smaller or new entrants such as Zydachron, Ivron, Imagecom, Videra, Broadband Networks and Motion Media Technology. Many of these companies have substantial financial resources and production, marketing, engineering and other capabilities with which to develop, manufacture, market and sell their products. In addition, with advances in telecommunications standards, connectivity and video processing technology and the increasing market acceptance of video communications, other established or new companies may develop or market products competitive with our video communications products. We believe we will face increasing competition from alternative video communications solutions that employ new technologies or new combinations of technologies from companies such as Cisco, MeetingOne, Microsoft, Nortel, 3Com, RealNetworks, Dell, Compaq or WebEx, that enable web-based or network-based video communications with low-cost digital camera systems. The market for voice communications equipment, particularly voiceconferencing products, is highly competitive and also subject to rapid technological change, regulatory developments and emerging industry standards. We expect competition to persist and increase in the future in this area. In voice communications, our major competitors include SoundGear, NEC, Gentner and other companies that offer lower cost, full-duplex speakerphones such as Lucent Technologies and Hello Direct. Hello Direct, one of our resellers, offers a competitive product under the Hello Direct name through an OEM relationship with Gentner. Most of these companies have substantial financial resources and production, marketing, engineering and other capabilities with which to develop, manufacture, market and sell their products. In addition, all major telephony manufacturers produce hands-free speakerphone units that are lower cost than our voice communications products. Our network access products have significant competition from Adtran, Netopia, 3Com, Siemens and Cisco Systems and our network systems business has significant competition from Radvision, Avaya and Ezenia. Our network systems revenue are heavily dependent on purchases by our video product competitors. If these network systems' customers decide to reduce their purchases due to this or other potential competition, it will harm our business.

    We cannot assure you that we will be able to compete successfully against our current or future competitors. We expect our competitors to continue to improve the performance of their current products and to introduce new products or new technologies that provide improved performance characteristics. New product introductions by our competitors could cause a significant decline in sales or loss of market acceptance of our existing products and future products. We believe that the possible effects from ongoing competition may be the reduction in the prices of our products and our competitors' products or the introduction of additional lower priced competitive products. We expect this increased competitive pressure may lead to intensified price-based competition, resulting in lower prices and gross margins which would significantly harm our results of operations.

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We rely on patents, trademarks, copyrights and trade secrets to protect our proprietary rights, which may not be sufficient to protect our intellectual property.

    We rely on a combination of patent, copyright, trademark and trade secret laws and confidentiality procedures to protect our proprietary rights. Others may independently develop similar proprietary information and techniques or gain access to our intellectual property rights or disclose such technology. In addition, we cannot assure you that any patent or registered trademark owned by us will not be invalidated, circumvented or challenged in the U.S. or foreign countries, that the rights granted thereunder will provide competitive advantages to us or that any of our pending or future patent applications will be issued with the scope of the claims sought by us, if at all. Furthermore, others may develop similar products, duplicate our products or design around our patents. In addition, foreign intellectual property laws may not protect our intellectual property rights. Litigation may be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the validity of and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Litigation could result in substantial costs and diversion of resources and could harm our business.

We face and might in the future face intellectual property infringement claims that might be costly to resolve.

    We have from time to time received, and may in the future receive, communications from third parties asserting patent or other intellectual property rights covering our products. For example, we have been named in (along with approximately 90 manufacturers or distributors of electronic or semiconductor products) and served with a complaint filed by the Lemelson Medical, Education and Research Foundation alleging patent infringement by us.

    In addition, our industry is characterized by uncertain and conflicting intellectual property claims and vigorous protection and pursuit of intellectual property rights or positions, which have on occasion resulted in significant and often protracted and expensive litigation. In the past, we have been involved in such litigation, which adversely affected our operating results. For example, in November 1998, Videoserver, Inc., now known as Ezenia! Inc., filed a patent infringement claim against Accord's U.S. subsidiary, and Accord was subsequently added as a defendent. In June 2000, Accord and its U.S. subsidiary entered into a settlement agreement with Ezenia! under which the case was dismissed and Accord paid $6.5 million to Ezenia! We cannot assure you that we will prevail in any such litigation, that intellectual property claims will not be made against us in the future or that we will not be prohibited from using the technologies subject to any such claims or be required to obtain licenses and make corresponding royalty payments. In addition, the necessary management attention to and legal costs associated with litigation can have a significant adverse effect on operating results.

If we fail to successfully attract and retain qualified personnel, our business will be harmed.

    Our future success will depend in part on our continued ability to hire, assimilate and retain qualified personnel. Competition for such personnel is intense, and we may not be successful in attracting or retaining such personnel. The loss of any key employee, the failure of any key employee to perform in his or her current position or our inability to attract and retain skilled employees, particularly technical and management, as needed, could harm our business. The loss of the services of any executive officer or other key technical or management personnel could harm our business.

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SELECTED HISTORICAL AND SELECTED UNAUDITED
PRO FORMA COMBINED FINANCIAL DATA

Polycom's Selected Historical Consolidated Financial Data

    You should read the following table in conjunction with Polycom's historical consolidated financial statements and related notes and Polycom's "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as restated to include the results of operations of Accord Networks, Ltd. acquired by Polycom on February 28, 2001, treated as a pooling of interests) filed as an exhibit to Polycom's current report on Form 8-K filed on June 15, 2001 and incorporated by reference in this prospectus.

    The consolidated balance sheet data as of December 31, 1999 and 2000 and the consolidated statement of operations data for the fiscal years ended December 31, 1998, 1999 and 2000 have been derived from audited consolidated financial statements of Polycom incorporated by reference in this prospectus. The consolidated balance sheet data as of December 31, 1996, 1997, and 1998 and the consolidated statement of operations data for the fiscal years ended December 31, 1996 and 1997 have been derived from audited consolidated financial statements of Polycom not incorporated by reference in this prospectus. The consolidated balance sheet data as of March 31, 2001 and the consolidated statement of operations data for the three month periods ended March 31, 2000 and 2001 are based upon unaudited quarterly consolidated financial statements of Polycom incorporated by reference in this prospectus.

    This data gives retroactive effect to our acquisition of Accord Networks, Ltd. on February 28, 2001, which was treated as a pooling of interests. Our fiscal year is a 52 or 53-week fiscal year. As a result, our fiscal year may not end as of the same day as the calendar year. For convenience of presentation, the consolidated financial statements have been shown as ending on December 31 and March 31 of each applicable period.

    The information as of and for the three-month periods is unaudited and has been prepared on the same basis as our annual consolidated financial statements. In the opinion of management, this quarterly information reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information for the periods presented. The results of operations for the three-month period ended March 31, 2001 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2001, or any future period.

		Year Ended December 31,												Three Months Ended March 31,
		1996			1997			1998		1999		2000		2000		2001
		(In thousands, except per share data)
Consolidated Statements of Operations Data:
Net revenues		$	39,006		$	51,972		$	129,483	$	224,902	$	373,554	$	75,554	$	96,217
Gross profit			20,019			23,287			66,391		125,204		209,455		43,058		55,313
Operating income (loss)			(2,762	)		(19,999	)		15,452		41,735		59,137		16,733		8,073
Income (loss) before provision for income taxes			(1,490	)		(18,926	)		16,370		43,333		61,710		17,577		12,120
Net income (loss)		$	(1,598	)	$	(19,097	)	$	14,621	$	29,717	$	37,463	$	11,849	$	6,445
Net income (loss) per share:
	Basic	$	(0.05	)	$	(0.44	)	$	0.25	$	0.45	$	0.50	$	0.17	$	0.08
	Diluted	$	(0.05	)	$	(0.44	)	$	0.20	$	0.38	$	0.45	$	0.15	$	0.08
Weighted average shares outstanding:
	Basic		29,979			43,369			58,012		65,475		75,264		69,487		82,425
	Diluted		29,979			43,369			71,609		77,848		83,828		80,966		85,757

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	Year Ended December 31,
											As of March 31, 2001
	1996		1997		1998		1999		2000
	(In thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	23,516	$	19,846	$	24,925	$	66,554	$	241,798	$	238,095
Working capital		32,289		24,600		51,307		97,006		325,969		324,388
Total assets		44,093		51,857		88,418		185,219		503,708		514,068
Mandatorily redeemable convertible preferred stock		10,315		10,676		19,415		25,916		—		—
Convertible preferred stock		1,975		9,496		—		—		—		—
Total stockholders' equity		25,937		14,829		40,855		100,810		422,783		435,077

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PictureTel's Selected Historical Consolidated Financial Data

    You should read the following table in conjunction with PictureTel's historical consolidated financial statements and related notes and PictureTel's "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated by reference in this prospectus.

    The consolidated balance sheet data as of December 31, 1999 and 2000 and the consolidated statement of operations data for the fiscal years ended December 31, 1998, 1999 and 2000 have been derived from audited consolidated financial statements of PictureTel incorporated by reference in this prospectus. The consolidated balance sheet data as of December 31, 1996, 1997, and 1998 and the consolidated statement of operations data for the fiscal years ended December 31, 1996 and 1997 have been derived from audited consolidated financial statements of PictureTel not incorporated by reference in this prospectus. The consolidated balance sheet data as of March 31, 2001 and the consolidated statement of operations data for the three month periods ended March 31, 2000 and 2001 are based upon unaudited quarterly consolidated financial statements of PictureTel incorporated by reference in this prospectus.

    The information as of and for the three-month periods is unaudited and has been prepared on the same basis as our annual consolidated financial statements. In the opinion of management, this quarterly information reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information for the periods presented. The results of operations for the three-month period ended March 31, 2001 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2001, or any future period.

	Fiscal Year Ended December 31,														Three Months Ended March 31,
	1996		1997			1998			1999			2000			2000			2001
	(In thousands, except per share amounts)
Consolidated Statements Of Operations Data:
Net sales	$	490,225	$	466,425		$	407,143		$	323,995		$	245,149		$	65,203		$	49,605
Gross profit		239,176		190,514			173,066			102,136			56,952			17,719			17,778
Net income (loss)		32,172		(39,398	)		(55,679	)		(84,526	)		(106,971	)		(23,842	)		(7,430	)
Accretion reversal (accretion) for dividends on mandatorily redeemable series A preferred stock		—		—			—		$	(5,612	)	$	(6,900	)		—			—
Net income (loss) available for common stockholders	$	32,172	$	(39,398	)	$	(55,679	)	$	(90,138	)	$	(113,871	)	$	(23,842	)	$	(7,430	)
Basic net income (loss) available for common stockholders per share	$	0.89	$	(1.04	)	$	(1.45	)	$	(2.23	)	$	(2.73	)	$	(.59	)	$	(0.17	)
Diluted net income (loss) available for common stockholders per share	$	0.81	$	(1.04	)	$	(1.45	)	$	(2.23	)	$	(2.73	)	$	(.59	)	$	(0.17	)

	Fiscal Year Ended December 31,
							As of March 31, 2001
	1996		1997	1998	1999	2000
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	102,251	82,011	100,270	60,902	49,216	42,702
Working capital		202,063	152,973	112,322	82,994	45,395	40,781
Total assets		386,254	355,051	352,994	291,233	147,020	132,069
Mandatorily redeemable convertible preferred stock		—	—	—	30,500	42,845	42,845
Total stockholders' equity		264,846	227,965	190,242	109,266	21,620	14,467

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Selected Unaudited Pro Forma Combined Consolidated Financial Data of Polycom and PictureTel

    We are providing the following selected unaudited pro forma combined consolidated financial data to give you a better picture of what the results of operations and the financial position of the combined businesses of Polycom and PictureTel might have looked like had the merger occurred on January 1, 2000 for statement of operations purposes and on March 31, 2001 for balance sheet purposes. This information is provided for illustrative purposes only and is not necessarily indicative of what the results of operations or financial position of Polycom would have been if the acquisition of PictureTel actually occurred on the dates assumed. In addition, this information is not necessarily indicative of what Polycom's future consolidated operating results or consolidated financial position will be.

Selected Unaudited Pro Forma Combined Consolidated Financial Data
(In Thousands, Except Per Share Data)

	Year Ended December 31, 2000			Three Months Ended March 31, 2001
Unaudited Pro Forma Combined Consolidated Statement Of Operations Data:
Net revenues	$	612,803		$	142,522
Gross profit		266,407			73,591
Operating loss		(130,389	)		(16,450	)
Loss before provisions for income taxes		(119,091	)		(14,100	)
Net loss	$	(114,873	)	$	(17,261	)
Net loss per share; basic and diluted	$	(1.41	)	$	(0.19	)
Weighted average common shares; basic and diluted		81,692			88,853

	As of March 31, 2001
Unaudited Pro Forma Combined Consolidated Balance Sheet Data:
Cash and cash equivalents and short-term investments	$	110,797
Working capital		231,069
Total assets		808,737
Stockholders' equity		648,589

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Comparative Historical and Pro Forma Per Share Data

    The following table presents certain unaudited historical per share and combined pro forma per share data of Polycom and PictureTel after giving effect to the acquisition using the purchase method of accounting. The pro forma data does not purport to be indicative of the results of future operations or the results that would have occurred had the acquisition been consummated at the beginning of the periods presented. The information set forth below should be read in conjunction with the historical consolidated financial statements and notes thereto of Polycom and PictureTel incorporated by reference in this prospectus, and the unaudited pro forma condensed combined consolidated financial data included elsewhere in this prospectus. All share information has been restated, as applicable, for stock splits, as discussed in each entity's respective consolidated financial statements and notes thereto. The unaudited pro forma combined and unaudited pro forma equivalent per share data combine the results of operations of Polycom and PictureTel for the year ended December 31, 2000, the results of operations of Polycom and PictureTel for the three months ended March 31, 2001, and Polycom's financial position at March 31, 2001 with PictureTel's financial position at March 31, 2001. No cash dividends have ever been declared or paid on Polycom common stock or PictureTel common stock.

Polycom

	Fiscal Year Ended December 31,		Three Months Ended March 31,
	2000		2001
Historical per common share data:
Net income per diluted share	$	0.45	$	0.08
Net book value per share(1)			$	5.26

PictureTel

	Fiscal Year Ended December 31,			Three Months Ended March 31,
	2000			2001
Historical per common share data:
Net loss per diluted share	$	(2.73	)	$	(0.17	)
Net book value per share(1)				$	0.32

Polycom and PictureTel

	Fiscal Year Ended December 31,			Three Months Ended March 31,
	2000			2001
Combined pro forma per common share data:
Pro forma net loss per combined company's diluted share(2)	$	(1.41	)	$	(0.19	)
Pro forma net loss per equivalent PictureTel diluted share(3)		(0.17	)	$	(0.02	)
Pro forma net book value per combined company's share(1)				$	7.28
Pro forma net book value per equivalent PictureTel share(4)				$	0.86

(1)

The historical net book value per Polycom share is computed by dividing assets less liabilities by the number of shares of common stock outstanding at March 31, 2001. The historical net book

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value per PictureTel share is computed by dividing assets less liabilities and less mandatorily redeemable convertible preferred stock by the number of shares of common stock outstanding at March 31, 2001. The pro forma net book value per combined company's share is computed by dividing the pro forma assets less liabilities by the pro forma number of shares of Polycom common stock outstanding as of March 31, 2001, assuming the merger had occurred as of that date.

(2)

The pro forma combined company's diluted shares used in this calculation are equal to Polycom's weighted average shares for the periods presented plus the approximately 6.4 million shares (does not include any Polycom shares that may be issued for any PictureTel ESPP shares issued prior to the acquisition or any PictureTel shares issued upon exercise of options or warrant prior to the acquisition) to be issued in connection with the PictureTel acquisition, assuming the acquisition occurred on January 1, 2000.

(3)

The shares used in this calculation are equal to the pro forma combined company's diluted shares, described in footnote (2) divided by the 0.1177 exchange ratio.

(4)

The shares used in this calculation are equal to the pro forma combined actual shares described in footnote (1) divided by the 0.1177 exchange ratio.

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COMPARATIVE PER SHARE MARKET PRICE DATA

Polycom Market Price Data

    Polycom's common stock is traded on the Nasdaq National Market under the symbol "PLCM". The following table shows the range of high and low per share sales prices reported on Nasdaq for Polycom common stock for the periods indicated, as adjusted where appropriate to reflect a two-for-one split of Polycom common stock, which was effected as a stock dividend on August 31, 2000:

		High	Low
POLYCOM'S FISCAL 1999
	First Quarter	13.56	5.97
	Second Quarter	20.06	8.81
	Third Quarter	25.00	13.47
	Fourth Quarter	33.63	21.31
POLYCOM'S FISCAL 2000
	First Quarter	66.50	26.75
	Second Quarter	56.00	26.00
	Third Quarter	69.88	39.00
	Fourth Quarter	72.25	29.38
POLYCOM'S FISCAL 2001
	First Quarter	37.81	10.75
	Second Quarter (through June 14, 2001)	29.88	10.88

PictureTel Market Price Data

    PictureTel's common stock is traded on the Nasdaq National Market under the symbol "PCTL". The following table shows the range of high and low sales prices reported on Nasdaq for PictureTel common stock for the periods indicated:

		High		Low
PICTURETEL'S FISCAL 1999
	First Quarter	$	11.000	$	5.875
	Second Quarter	$	11.000	$	4.313
	Third Quarter	$	8.125	$	3.625
	Fourth Quarter	$	6.500	$	3.250
PICTURETEL'S FISCAL 2000
	First Quarter	$	15.219	$	4.250
	Second Quarter	$	9.000	$	1.875
	Third Quarter	$	9.940	$	2.813
	Fourth Quarter	$	8.000	$	2.190
PICTURETEL'S FISCAL 2001
	First Quarter	$	4.190	$	2.060
	Second Quarter (through June 14, 2001)	$	5.900	$	1.750

    The table below presents the per share closing prices of Polycom common stock and PictureTel common stock on Nasdaq and the pro forma equivalent market value of PictureTel common stock as of the dates specified. PictureTel's pro forma equivalent market value was determined by multiplying the closing prices of the Polycom common stock as of the specified dates by the stock portion of 0.1177 and adding $3.11 in cash per share of PictureTel common stock. May 23, 2001 was the date preceding

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announcement of the merger agreement. June 14, 2001 was the most recent practicable date before the date of this prospectus.

Date	Polycom Common Stock		PictureTel Common Stock		PictureTel Common Stock Pro Forma Equivalent Value
May 23, 2001	$	28.15	$	4.45	$	6.42
June 14, 2001	$	21.41	$	4.86	$	5.63

    PictureTel stockholders are advised to obtain current market quotations for Polycom common stock and PictureTel common stock. No assurance can be given as to the market prices of Polycom common stock or PictureTel common stock at any time before consummation of the offer or the merger or as to the market price of Polycom common stock at any time after the merger. Because the offer price and the merger consideration are fixed, they will not be adjusted to compensate PictureTel stockholders for decreases in the market price of Polycom common stock which could occur before the offer is consummated or the merger becomes effective. In the event the market price of Polycom common stock decreases or increases prior to the consummation of the offer and/or the merger, the value of the Polycom common stock to be received in the offer and/or the merger in exchange for PictureTel common stock would correspondingly decrease or increase.

    Polycom and PictureTel have never paid cash dividends on their respective shares of capital stock. If the merger is not consummated, the PictureTel board presently intends that it would continue its policy of retaining all earnings to finance the expansion of its business. The Polycom board presently intends to retain all earnings for use in its businesses and has no present intention to pay cash dividends before or after the merger.

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THE COMPANIES

Polycom

    Polycom develops, manufactures and markets a full range of premium-quality network infrastructure and network access solutions. Polycom's integrated communications solutions enable business and professional users to immediately realize the benefits of voice, video and data over rapidly growing broadband networks. We develop, manufacture and market high-quality, easy-to-use communications equipment that enables enterprise users to access broadband network services and leverage increased bandwidth to more conveniently conduct voice, video and data communications. Our products include network access products, enterprise voice and video communications equipment and network systems products. Our NetEngine family of network access products enables enterprises to more easily and cost-effectively utilize broadband communications services. Our SoundStation and ViewStation enterprise communications products enable businesses and other organizations to utilize bandwidth-intensive voice and video applications to more effectively communicate with employees, customers and partners. Our network systems products, the Accord video bridges, gateways and gatekeepers, facilitate multipoint communications in circuit-switched and Internet protocol environments. The breadth of our Internet protocol, or IP, enabled voice and video and network access products enables us to provide enterprise customers with a comprehensive broadband solution, whether they require communications products for their wiring closets, meeting rooms or desktops. We believe that our strategy of providing network access products, which facilitate bandwidth, and voice and video products, which consume bandwidth, creates a synergistic demand cycle across our entire product line.

    Our core technology expertise, strong brand and reputation for quality enables us to expand our product line in the high-growth communications industry. For example, we recently introduced a desktop video product with the introduction of our ViaVideo product line. We also have alliances with leading communications and technology firms to ensure that our products meet the real-time, on-demand requirements of enterprise users. For example, we have a joint development agreement with Cisco Systems to develop and provide voice-over IP, or VoIP, communications products and have formed similar co-branding, joint product development and OEM relationships with leading companies such as Lucent Technologies, Nortel Networks and Jetstream Communications.

    We sell our network access, network systems, and voice and video communications products globally through a network of over 250 channel partners, including leading communications service providers, communications equipment providers, value added resellers, computer distributors and retailers. We manufacture our products through a low-cost, outsourced model, optimized for quality, reliability and fulfillment agility.

    We were incorporated in December 1990 in Delaware. Our principal executive offices are located at 1565 Barber Lane, Milpitas, California 95035, and our telephone number at this location is (408) 474-2000.

    For more information about Polycom, please see the documents incorporated by reference into this prospectus, as described in "Where You Can Find More Information" beginning on page 97.

PictureTel

    PictureTel develops, manufactures and markets a full range of visual and audio collaboration solutions. Visual collaboration employs videoconferencing, video streaming and data collaboration technologies to facilitate productive meeting environments that may incorporate video, audio, and real-time and archived multimedia data. PictureTel's products and services enable businesses, schools, medical facilities, government and other organizations to eliminate the barrier of distance so they can work together more effectively. PictureTel markets a complete line of videoconferencing systems, multi-location servers, peripheral equipment and a full suite of enterprise-wide services.

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    PictureTel is organized into two business segments. The business segments are videoconferencing products and videoconferencing services. The videoconferencing products' direct sales organization and its worldwide sales channels currently also sell certain videoconferencing services' offerings.

    PictureTel is a Delaware corporation organized in 1984, with executive offices at 100 Minuteman Road, Andover, Massachusetts 01810 and the telephone number at this location is (978) 292-5000.

    For more information regarding PictureTel, please see the documents incorporated by reference into this prospectus, as described in "Where You Can Find More Information" beginning on page 97.

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BACKGROUND OF THE OFFER

    In the summer of 1999, Bruce Bond, then Chairman, President and Chief Executive Officer of PictureTel, and other executive officers of PictureTel met with Robert Hagerty, Polycom's Chairman, President and Chief Executive Officer, Michael Kourey, Polycom's Senior Vice President of Finance and Administration and Chief Financial Officer and other executive officers of Polycom in Chicago to discuss a potential business combination transaction between the two companies. However, the companies were unable to agree on terms and no transaction resulted from these discussions.

    In early 2000, Mr. Hagerty met with Norman Gaut, PictureTel's Chairman and Chief Executive Officer, in Boston to discuss Polycom's interest in purchasing PictureTel's videoconferencing products division. However, no transaction resulted from these discussions.

    In December 2000, Mr. Hagerty met with Lewis Jaffe, PictureTel's President and Chief Operating Officer, at a trade show in Anaheim, California where they discussed the topic of a potential business combination transaction between the two companies. Following that meeting, Mr. Hagerty and Jules DeVigne, an Executive Vice President of Polycom, engaged in several telephone conversations with Mr. Jaffe to discuss a potential business combination between the two companies.

    In late 2000 and early 2001, PictureTel determined, in light of its history of losses, financial condition and current market conditions, that it should consider potential strategic initiatives to enhance shareholder value, including a merger or other business combination. In connection with these efforts, PictureTel engaged Robertson Stephens to act as its financial advisor. During this period, approximately 25 parties, which PictureTel believed were the most likely potential purchasers of PictureTel, were contacted on behalf of PictureTel to solicit their interest in a possible transaction with PictureTel. Of the parties contacted, only two parties, Polycom and another potential purchaser, the alternative purchaser, eventually submitted written acquisition proposals to PictureTel. PictureTel entered into confidentiality agreements with the alternative purchaser in late January, 2001, with Polycom on March 7, 2001, and with one other entity, which did not pursue a transaction, in early March so that each could conduct business and legal due diligence. The confidentiality agreements with each of Polycom and the alternative purchaser provided for the confidentiality of information provided by PictureTel, as well as an agreement that neither party thereto would acquire, or make an offer to acquire, assets or property of the other or merge with the other without the prior consent of PictureTel's board of directors for a period of time specified in the respective agreements.

    In late March 2001, Mr. DeVigne and Mr. Jaffe spoke by telephone to arrange a meeting to discuss Polycom's interest in purchasing PictureTel's videoconferencing products division. On April 5, 2001, Messrs. Hagerty, Kourey, DeVigne and William Paape, Polycom's Vice President, Finance and Strategic Investments, and representatives of Thomas Weisel Partners LLC, Polycom's financial advisor, met in Chicago with Mr. Jaffe, Robert Kelligrew, PictureTel's General Counsel, and Dalton Edgecomb, PictureTel's Chief Financial Officer, and representatives of Robertson Stephens, PictureTel's financial advisor, to discuss an acquisition by Polycom of PictureTel's videoconferencing products division. During the week following that meeting, Mr. Hagerty had several telephone calls with representatives of Robertson Stephens to discuss Polycom's proposed acquisition of PictureTel's videoconferencing products division and PictureTel's interest in a potential business combination involving the entire company. In accordance with PictureTel's instructions, representatives of Robertson Stephens informed Polycom that PictureTel had determined that selling the videoconferencing products division while retaining the services division was not an appropriate strategic initiative for PictureTel. Following these discussions, on April 11, 2001, Polycom provided PictureTel with a proposal on the material terms of a potential business combination involving the entire company.

    During March and early April of 2001, the alternative purchaser also evaluated a potential business combination with PictureTel and provided its proposal on the material terms of such a transaction to PictureTel.

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    On April 13, 2001, PictureTel's board of directors convened to discuss the proposals received from the alternative purchaser and Polycom. Robertson Stephens reviewed and summarized for the PictureTel board the financial details of each proposal and answered various questions from the PictureTel board about each proposal. Extensive discussions by the PictureTel board members then followed regarding the strengths and weaknesses of both proposals. Following these discussions, PictureTel's board of directors determined to pursue negotiations with the alternative purchaser and authorized PictureTel's management to sign on behalf of PictureTel a term sheet containing an exclusivity provision, which term sheet was non-binding except with respect to certain limited exclusivity matters, with the alternative purchaser. After this PictureTel board meeting, on April 13, 2001, PictureTel signed the term sheet with the alternative purchaser. Among other provisions, the term sheet provided that PictureTel and its representatives could not solicit or negotiate a business combination with any other entities, except in response to an unsolicited proposal, to the extent PictureTel was required to do so by applicable fiduciary duties, after consultation with outside counsel, and required PictureTel to notify the alternative purchaser in such event. After signing this term sheet, in accordance with PictureTel's instructions, a representative of Robertson Stephens telephoned Mr. Hagerty to notify him that PictureTel had entered into an exclusivity arrangement with another party and that PictureTel was required to discontinue its discussions with Polycom.

    On April 24, 2001, PictureTel received a first draft of a proposed merger agreement from the alternative purchaser's counsel. Between April 24, 2001 and May 18, 2001, PictureTel and its legal and financial advisors negotiated the terms of this proposed merger agreement with the alternative purchaser and its financial and legal advisors. These discussions included negotiation over the form of the consideration to be offered, increases in the per share consideration, and alternative structures for a transaction.

    On May 10, 2001, PictureTel and its legal and financial advisors met with the alternative purchaser and its counsel to discuss the outstanding issues on the draft alternative purchaser's merger agreement and the then pending revised terms and structure of a proposed transaction. During these discussions, the alternative purchaser stated that it had not yet obtained financing for its proposed transaction, but that it expected to receive a commitment letter from a financial institution by May 14, 2001. The parties discussed changing the structure of the transaction from a merger to a cash tender offer, and different forms of consideration that might be necessary if the alternative purchaser were unable to finance the cash purchase price.

    On May 9 and 10, 2001, Polycom's management discussed with Thomas Weisel Partners, and on May 10, 2001 Polycom's management also discussed with Wilson Sonsini Goodrich & Rosati, Professional Corporation, WSGR, legal counsel to Polycom, Polycom's continued interest in entering into a business combination transaction with PictureTel. Polycom noted that several weeks had elapsed since PictureTel had discontinued its discussions with Polycom and that PictureTel had not yet announced that it had entered into a definitive agreement with a third party regarding a business combination transaction. After discussion with its financial and legal advisors, Polycom prepared a letter to send to PictureTel advising it of Polycom's continued interest in a potential business combination transaction with PictureTel.

    Late in the afternoon on May 11, 2001, Mr. Hagerty called Mr. Gaut but was unable to reach him. He then called Mr. Jaffe to notify him that Polycom would be sending a letter to PictureTel indicating that it was interested in an acquisition of PictureTel. The price proposed by Polycom was materially higher than the price proposed by the alternative purchaser. Mr. Jaffe indicated to Mr. Hagerty that he could not discuss any transaction with him, hung up the phone, and then immediately called a representative of the alternative purchaser to inform him of the call. At approximately the same time, a representative of Robertson Stephens received a call from a representative of Thomas Weisel Partners notifying him of the letter that Polycom intended to send to PictureTel. Later that afternoon, PictureTel

40

received a letter addressed to Mr. Gaut from Polycom indicating its interest in purchasing all of PictureTel's outstanding shares for cash, Polycom common stock or a combination thereof.

    On Sunday, May 13, 2001, an informal conference call of PictureTel's board of directors was convened during which Mr. Jaffe updated the members of PictureTel's board of directors on the call on the status of negotiations with the alternative purchaser and on the call and letter from Polycom. Mr. Jaffe then called a representative of the alternative purchaser to discuss further the alternative purchaser's proposed transaction in light of the terms described in the letter from Polycom.

    PictureTel's board of directors subsequently met in the morning on May 14, 2001 to discuss the status of the proposed transaction with the alternative purchaser and instructed management to continue negotiations with the alternative purchaser. The PictureTel board also discussed further the Polycom letter received on May 11, 2001. The PictureTel board noted that Polycom's proposal provided for a higher price per share than the proposed transaction with the alternative purchaser and that Polycom's offer provided PictureTel with debt financing which could potentially be greater than the debt financing included in the proposed transaction with the alternative purchaser. After discussing the matter with outside counsel, the PictureTel board concluded that its applicable fiduciary duties required it to negotiate with Polycom in response to Polycom's unsolicited proposal and instructed Robertson Stephens to contact Polycom regarding its proposal.

    Late in the afternoon on May 14, 2001, PictureTel, the alternative purchaser and their respective legal counsel again met to discuss outstanding issues on the draft merger agreement and related documents. During the course of the discussions, the alternative purchaser informed PictureTel that it still did not have a firm commitment letter for financing the transaction. PictureTel and the alternative purchaser continued to negotiate and new deal terms were proposed by the parties, including changes in the amount and form of the consideration and the structure of the transaction. In addition, the parties negotiated certain changes to the debt financing proposed by the alternative purchaser, including a potential increase in the amount of debt financing that would be available to PictureTel and a reduction of the limitations applicable to the use of such funds by PictureTel. The parties continued to meet throughout the day on May 15, 2001 in order to discuss the remaining outstanding issues. PictureTel's board of directors participated via conference call in two special PictureTel board meetings to discuss the terms of the new proposal under consideration. At the second meeting, the PictureTel board voted: (1) to authorize PictureTel to enter into an escrow agreement with the alternative purchaser, which provided, among other terms, for funds to be deposited and later made available to PictureTel if PictureTel and the alternative purchaser did not enter into a definitive agreement due to the alternative purchaser's failure to act in good faith or if the alternative purchaser did not obtain a financing commitment reasonably satisfactory to PictureTel, or returned to the alternative purchaser if PictureTel signed a term sheet or other definitive agreement with another entity and (2) to extend the exclusivity provision, subject to the PictureTel board's fiduciary duties, of the April 13 term sheet until May 21, 2001 at 5:00 p.m., Eastern time.

    On Tuesday, May 15, 2001 Polycom again expressed its interest in acquiring PictureTel and indicated that it planned to provide a more detailed term sheet outlining the terms of a proposed transaction later that day. The term sheet provided by Polycom reflected a cash tender offer for all outstanding shares at a higher price per share than the proposed transaction with the alternative purchaser and also included a proposal for a debt financing that would be made available to PictureTel.

    On the morning of Wednesday, May 16, 2001, Mr. Jaffe met with PictureTel's legal and financial advisors to discuss Polycom's revised proposal. PictureTel's legal counsel, Ropes & Gray, met with the alternative purchaser's legal counsel to continue to negotiate the terms of that transaction prior to PictureTel's board of directors meeting at 12:00 p.m. The PictureTel board of directors met at noon to discuss the revised Polycom proposal. At the PictureTel board meeting, the PictureTel board determined, after consultation with Ropes & Gray, that, as a result of (1) Polycom's higher all-cash

41

offer, (2) the more favorable terms of the proposed convertible debt financing by Polycom and (3) continued concerns about the alternative purchaser's ability to finance its proposed transaction, the PictureTel board's fiduciary duties to PictureTel's stockholders required the PictureTel board to evaluate and negotiate a possible transaction with Polycom while continuing to pursue a transaction with the alternative purchaser. Immediately after the PictureTel board meeting on May 16, 2001, Robertson Stephens, at the direction of PictureTel, and Mr. Jaffe called the alternative purchaser's legal counsel to inform them that PictureTel had received a proposal with a higher offer from another bidder. Mr. Jaffe also informed them that PictureTel wished to continue negotiating a definitive agreement with the alternative purchaser.

    Later on Wednesday, May 16, 2001, Mr. Jaffe, together with PictureTel's legal and financial advisors, met with Polycom and its advisors regarding its acquisition proposal. The parties continued to negotiate the term sheets relating to Polycom's proposed acquisition and debt financing.

    On Thursday, May 17, 2001, the Polycom board of directors met to review the terms of the proposed transaction. Messrs. Hagerty and Kourey reviewed the strategic rationale for the proposed transaction. Representatives of WSGR and Thomas Weisel Partners also participated in the meeting and responded to questions by the Polycom board of directors. Also on Thursday, May 17, 2001, Polycom and its legal, financial and accounting advisors commenced their due diligence investigation of PictureTel. This due diligence investigation continued through the signing of the definitive merger agreement on May 24, 2001.

    On Thursday, May 17, 2001, Mr. Jaffe and PictureTel's financial advisor met throughout the day with Polycom and its financial advisor to discuss the terms of the proposed acquisition and debt financing pending the proposed transaction. PictureTel and Ropes & Gray also attempted to finalize negotiations on a definitive merger agreement with the alternative purchaser. PictureTel held informal conference calls with various members of its board of directors throughout the day to keep them apprised of the status of discussions with Polycom and the alternative purchaser. Polycom and PictureTel and their respective legal and financial advisors continued to negotiate the term sheets relating to Polycom's proposed acquisition and debt financing.

    On the morning of Friday, May 18, 2001, the alternative purchaser notified Mr. Gaut and the alternative purchaser's legal counsel notified Ropes & Gray that the alternative purchaser was discontinuing its discussions with PictureTel regarding the proposed business combination transaction. The board of directors of PictureTel met to discuss the status of negotiations with the alternative purchaser, as well as its ongoing negotiations with Polycom. The PictureTel board raised various concerns regarding the need for sufficient liquidity for PictureTel and discussed the terms of Polycom's acquisition proposal and debt financing generally. At this meeting, the PictureTel board of directors authorized PictureTel to execute an exclusivity agreement with Polycom pursuant to which PictureTel would agree not to negotiate with other parties until after midnight on Friday, May 25, 2001. The PictureTel board agreed to reconvene on Sunday morning, May 19, 2001, to discuss the proposed transaction further. Mr. Jaffe, with the assistance of PictureTel's legal and financial advisors, continued to negotiate the terms of the proposed transaction with Polycom and its legal and financial advisors throughout the day. During the day, and in exchange for certain changes to other terms of the transaction, Polycom agreed to increase the proposed purchase price, provided that it could pay the purchase price with a combination of cash and Polycom stock.

    Throughout the day on Saturday, May 19 and Sunday, May 20, 2001, PictureTel, Polycom and their respective legal and financial advisors continued to meet in person and/or by telephone to discuss changes to the proposed terms of the acquisition and the debt financing. In particular, the parties also discussed appropriate mechanisms to retain key employees and the conditions on which the debt financing would be available to PictureTel and the terms of its conversion into PictureTel common stock or repayment. On the morning of Sunday, May 20, PictureTel's board of directors convened an informal

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conference call to discuss the status of the negotiations with Polycom, including proposed changes to the amount and form of the consideration to be paid in the transaction.

    Between Monday, May 21 and Thursday, May 24, 2001, Polycom, PictureTel and their respective legal and financial advisors continued to negotiate the definitive documentation relating to the acquisition and debt financing. Among other matters, the parties discussed various liabilities that Polycom or its acquisition subsidiary would be assuming in connection with its acquisition of PictureTel, such as existing severance obligations, and negotiated the effect of those assumed liabilities on the purchase price. These discussions eventually resulted in a negotiated price per share of $3.11 in cash for the cash portion and a stock exchange ratio of 0.1177 of a share of Polycom common stock for the stock portion. Also during this period, Polycom and PictureTel continued their business and legal due diligence investigations of each other.

    On Monday, May 21, 2001, members of PictureTel's board of directors convened again by informal conference call to discuss the alternative purchaser's discontinuation of its discussions with PictureTel and to discuss the status of the negotiations with Polycom.

    Based on having concluded their negotiation of the term sheets relating to the proposed acquisition and debt financing, Polycom and PictureTel executed an exclusivity agreement on Tuesday, May 22, 2001, pursuant to which PictureTel agreed not to negotiate with other parties until after midnight on Friday, May 25, 2001.

    On Wednesday, May 23, 2001, Mr. Jaffe and PictureTel's financial advisor met in California with Polycom and its financial advisor to finalize their negotiation. Members of PictureTel's board of directors convened informally by conference call on May 22 and formally on May 23 with Mr. Jaffe, other members of PictureTel's management, Robertson Stephens and Ropes & Gray to discuss the status of negotiations with Polycom, the proposed merger agreement and related agreements, certain financial analyses and other related matters.

    On Thursday, May 24, 2001, PictureTel's board of directors met again to review the matters previously considered, including the financial and other terms of the offer, the availability and amount of debt financing under the merger agreement, the historical market prices, recent trading activity and trading range of PictureTel's Common Stock, including the premium in the offer as of the announcement date, the risks in consummating the transaction, the history of the net losses of PictureTel since 1997, PictureTel's recent need for restructurings and the financial condition, results of operation and cash flows of PictureTel, the results of earlier discussions with other companies and results of the process undertaken by Robertson Stephens at the direction of PictureTel on behalf of PictureTel to solicit third party indications of interest, the extensive arms-length negotiations with Polycom that resulted in the final offer price, the financial strength of Polycom, Polycom's agreement to make public statements relating to PictureTel's iPower PC architecture, the fact that PictureTel's stockholders will have a right to continue, through ownership of stock of Polycom, at least indirectly, in the growth of PictureTel's business, the risk factors associated with the business of Polycom, the current status of the industries and markets in which PictureTel competes and the expected increased level of competition, the terms and conditions of the merger agreement, including the provisions for a "fiduciary out" in the merger agreement and the determination of the termination fee and the terms and conditions of the related transaction documentation, at the recent PictureTel board meetings and on informal conference calls and to act on the proposed transaction. At such meeting, Mr. Jaffe and PictureTel's legal counsel presented the terms of the proposed transaction with Polycom. Also at such meeting, Robertson Stephens reviewed with the PictureTel board its financial analysis of the aggregate consideration offered and rendered to the PictureTel board its opinion as to the fairness, from a financial point of view and as of that date, of the aggregate consideration to be received in the transaction by the holders of PictureTel Common Stock. Following discussion, the PictureTel board unanimously determined that the offer, merger and merger agreement are advisable, fair and in the

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best interest of PictureTel's shareholders and approved the terms of the merger agreement and authorized the execution of the merger agreement and related transaction documentation.

    On May 24, 2001, the Polycom board of directors met to discuss the proposed transaction terms and the results of Polycom's due diligence investigation. Representatives of WSGR, Thomas Weisel Partners and Morgan Stanley Dean Witter & Co., who also acted as Polycom's financial advisors in this transaction, also participated. The Polycom board of directors unanimously approved the terms of the merger agreement and authorized the execution of the merger agreement and related transaction documentation.

    Following further discussions among representatives of PictureTel and Polycom to complete the definitive agreements, the parties executed the merger agreement in the early evening on Thursday, May 24, 2001. Promptly thereafter, Polycom and PictureTel issued a joint press release announcing the transaction which is included as Exhibit (a)(7) to the Schedule TO filed by Polycom on June 18, 2001, and incorporated herein by reference.

    From May 24, 2001 through June 14, 2001, PictureTel, Polycom and their respective legal advisors continue to negotiate and finalize the terms of the convertible note financing with PictureTel's senior lender and its counsel. On June 15, 2001, PictureTel and Polycom executed a note agreement and related documents and issued convertible notes to Polycom.

    On June 18, 2001 in accordance with the merger agreement, Pharaoh Acquisition Corp. commenced the offer.

REASONS FOR THE OFFER AND THE MERGER

Expand Our Product Offerings

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The PC-based video conferencing systems sold by PictureTel are targeted for collaboration-intensive applications, with demand forecasted to grow robustly over the next several years. Polycom supplies systems that are appliance-based, which many customers view as more suitable for their particular needs.



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We believe the combination of Polycom and PictureTel will extend our customer reach in the communications industry by augmenting our leading appliance-based architecture with PictureTel's PC-based architecture, thereby increasing the choices available to customers.

Expand Our Service Offerings

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PictureTel has well-established and comprehensive service offerings and capabilities that support its product offerings. Polycom's service offerings and capabilities are much more limited. Accordingly, we believe the combination of Polycom and PictureTel will allow new and existing customers of Polycom products to avail themselves of these comprehensive service offerings and capabilities that previously were unavailable to them.

Expand the Communications Equipment Market

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We believe that as a result of this acquisition, the combined company will be in a better position to expand the communications equipment market overall. The financial resources, technical expertise, intellectual property and technologies, and marketing capabilities of the combined company will give it a better opportunity to serve customers and expand the market through new, improved, and lower priced products, new and expanded services, targeted marketing, and communication and collaboration with customers around the world than otherwise possible as separate companies.

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Leverage Intellectual Property Across Product Lines

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We believe that as a result of this acquisition, Polycom will be positioned to further leverage our robust video communications technology with PictureTel's collaboration-intensive PC-based technology.



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We believe the combination of Polycom and PictureTel will allow for the combined intellectual property, including audio and video technologies, to be leveraged across the combined company's entire portfolio of products thereby further enhancing the capabilities, price performance, features, and functions of existing products and those in development at both companies.

Broaden Our Opportunity for Revenue Growth

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We believe that the incorporation of PictureTel into our video communications product area will provide us with a more complete product offering that will broaden Polycom's opportunity for revenue growth, not only in our video product area but also in our network systems area, which benefits from the deployment of group and desktop video devices.



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After the closing of the acquisition, Polycom will benefit from PictureTel's leading PC-based iPower video collaboration technology, their broad customer base, and their excellent development and sales staff throughout the world.



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We believe the acquisition will allow the combined company to leverage PictureTel's comprehensive service offerings across all of Polycom's voice, video, network access, and network systems communications products which will provide new opportunities for generating service revenue that would not otherwise exist.

Improve Competitive Position

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We believe the combination of Polycom and PictureTel will better equip the combined company with the financial, technological, operational, and marketing resources and capabilities that will be necessary to successfully compete in the highly competitive communications equipment market that increasingly includes companies with far greater resources and capabilities such as Microsoft Corporation, Cisco Systems, Sony Corporation, Sun Microsystems and webcam and infrastructure providers including companies such as Dell, Intel and Compaq.

Gain Cost Benefits

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Following the closing of the acquisition, we plan to transition PictureTel's manufacturing to our model, gaining the cost benefits associated with our lower-cost, high-volume contract manufacturing process. This is expected to improve gross margins from PictureTel's margins today.



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Also, we plan to utilize the significant operating synergies between our organizations in the sales, marketing, finance, and administrative areas as we rationalize the combined entity worldwide.

Recommendation of PictureTel's Board of Directors

    At a meeting held on May 24, 2001, the Board of Directors of PictureTel unanimously:

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determined that the merger agreement and the transactions contemplated thereby, including the offer and the merger taken together, are at a price and on terms that are advisable and fair to and in the best interests of, the Company and its stockholders;

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•

approved the merger agreement and the transactions contemplated thereby, including the offer and the merger, in all respects; and



•

determined to recommend that PictureTel's stockholders accept the offer and tender their shares of PictureTel common stock pursuant thereto and approve and adopt the merger agreement and the merger.

    In approving the merger agreement and the transactions contemplated thereby, including the offer and the merger, and recommending that all holders of PictureTel common stock accept the offer and tender their shares of common stock pursuant to the offer, and approve and adopt the merger agreement and the merger, the board of directors of PictureTel considered a number of factors including, but not limited to, the following:

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The historical market prices, recent trading activity and trading range of PictureTel's common stock, including the fact that the consideration to be paid in the offer (valued as of the day before announcement of the transaction) represents (i) a premium of approximately 44.3% over the $4.45 closing price of PictureTel's common stock on Nasdaq on May 23, 2001, the last full trading day prior to the date of announcement of the offer and the merger and (ii) a premium of approximately 267% over the $1.75 trading price of PictureTel's common stock on Nasdaq on April 4, 2001, the date in the last 12 months on which the shares of PictureTel's common stock had their lowest trading price.



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The history of net losses of PictureTel since 1997, PictureTel's recent need for restructurings, and the financial condition, results of operations and cash flows of PictureTel generally, including PictureTel's prospects as an independent company and the risks inherent in remaining independent, including competitive risks of increased levels of competition in the videoconferencing industry and the risks of operating in a loss position with negative cash flow in a market in which it is currently difficult to raise debt and equity capital.



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The results of the earlier discussions with Polycom and/or others regarding a possible strategic alliance, business combination, acquisition or similar transaction with the Company and the results of the exploration by PictureTel of possible strategic alliance or stand alone opportunities for PictureTel as an ongoing independent, publicly held corporation, including its discussions with Polycom regarding the possible sale of PictureTel's videoconferencing products, but not services business, and with several entities regarding the possible sale of its video conferencing hosting business.



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The process undertaken by Robertson Stephens at the direction and on behalf of PictureTel to solicit third party indications of interest in the acquisition of all or a part of PictureTel in late 2000 and early 2001 and the fact that only two bidders submitted written acquisition proposals in connection with that process; the fact that PictureTel had actively negotiated a business combination with one of these bidders which later terminated its negotiations with PictureTel (and had never satisfactorily demonstrated its ability to finance its offer) and that neither that bidder, nor any other party, presented PictureTel with an acquisition proposal that, taken as a whole, would be more favorable to PictureTel and its stockholders than the offer and the merger.



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The extensive arms-length negotiations between PictureTel and Polycom that resulted in the final offer price per share.



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The financial presentation of Robertson Stephens, including its opinion dated May 24, 2001 to the board of directors of PictureTel as to the fairness, from a financial point of view and as of the date of the opinion, of the aggregate consideration to be received in the transaction by the holders of PictureTel common stock, as more fully described below under the caption "Opinion

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of PictureTel's Financial Advisor" in PictureTel's Solicitation/Recommendation Statement on Schedule 14D-9, which is being furnished to you together with this prospectus.

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Polycom's agreement to make public statements, which would be communicated to its sales force, stating that its belief in PictureTel's iPower PC architecture was a significant factor in its decision to enter into the merger agreement with PictureTel and after the consummation of the offer and the merger, that Polycom intends to sell and support PictureTel's iPower PC based products, and to develop next generation appliance and PC products using the best features of the Viewstation and iPower PC platforms, Polycom's agreement to state in all press releases relating to the merger agreement or the exchange offer its belief that appliance and PC based architectures are needed to exploit pent up demand, and Polycom's agreement that it would not issue press releases or make other public statements, or give instructions to its sales force, in contravention of these obligations.



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The fact that because only a portion of the consideration to be paid by Polycom in the offer and the merger is common stock, and because this common stock is of Polycom and not of PictureTel, that PictureTel's stockholders will no longer be entitled to share directly and entirely in the growth and performance of PictureTel, but PictureTel stockholders will nonetheless have the right to continue to share indirectly in the future growth and performance of PictureTel's business after the closing of the offer and the merger as a part of Polycom.



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Because a portion of the consideration to be paid by Polycom in the offer and the merger is Polycom common stock, PictureTel stockholders will be subject to the risks associated with being a stockholder of Polycom, as detailed in the prospectus under the section headed "Risk Factors."



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Polycom's willingness to provide PictureTel with debt financing, as further described in the prospectus under the heading "Agreements Related to the Merger Agreement—Note Agreement," which would, in the view of PictureTel, provide it with sufficient liquidity pending the closing of the offer and the merger or, should the closing of the offer not occur, to enable PictureTel to continue to operate as an independent company, including to be in a position to raise additional financing as may be appropriate at that time.



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The current status of the industries in which PictureTel competes and the resources available to PictureTel's competitors, many of which are significantly larger than PictureTel.



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The fact that Polycom's and Pharaoh Acquisition Corp.'s obligations under the offer are not subject to any financing condition, and the financial strength of Polycom.



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The terms and conditions of the merger agreement, including the parties' representations, warranties and covenants, the conditions to their respective obligations and the limited ability of Polycom and Pharaoh Acquisition Corp. to terminate the offer or the merger agreement.



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Polycom's agreement that as a means of retention, PictureTel would grant options effective immediately prior to the closing of the offer to purchase up to 5,500,000 shares of PictureTel common stock to PictureTel employees in amounts agreed to by Polycom, which Polycom would assume in the merger.



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The merger agreement provides that Polycom will cause PictureTel to honor PictureTel's obligations to indemnify PictureTel's directors and officers (except that the obligations of Polycom shall not extend to claims against PictureTel's officers and directors in connection with the SEC's investigation of the restatement of the financial reports of PictureTel in certain periods in 1997 and 1998), and will provide directors' and officers' liability insurance for a period of three years following the closing of the merger, subject to certain limitations.



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The merger agreement permits the PictureTel board, in order to comply with its fiduciary duties, to furnish information and enter into discussions and negotiations, in connection with an

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unsolicited acquisition proposal that the PictureTel board reasonably concludes in good faith (after consultation with a financial advisor of nationally recognized reputation) constitutes a superior proposal and to withdraw its recommendation of the offer and the merger in favor of an unsolicited superior acquisition proposal, subject to certain limitations.

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The merger agreement requires PictureTel to keep Polycom informed of any acquisition proposal it receives, and give Polycom the opportunity to increase the offer price prior to terminating the merger agreement in connection with an unsolicited superior acquisition proposal.



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The merger agreement permits the PictureTel board, if required by its fiduciary duties to do so, to terminate the merger agreement in favor of an unsolicited superior acquisition proposal, subject to certain limitations, provided, that prior to and as a condition to such termination, PictureTel must pay Polycom a termination fee of $14.5 million, which represents 4% of the value of the consideration payable to stockholders of PictureTel in the offer and the merger.

    The foregoing discussion of information and factors considered and given weight by the board of directors of PictureTel is not intended to be exhaustive, but is believed to include all of the material factors, both positive and negative, considered by the PictureTel board of directors. In view of the variety of factors considered in connection with its evaluation of the offer and the merger, the PictureTel board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. In addition, individual members of the PictureTel board of directors may have given different weights to different factors.

THE OFFER

General

    We are offering to exchange $3.11 in cash and 0.1177 of a share of Polycom common stock for each outstanding share of PictureTel common stock validly tendered and not properly withdrawn, subject to the terms and conditions described in this prospectus and the related letter of transmittal.

    You will not receive any fractional shares of Polycom common stock. Instead, you will receive cash in an amount equal to the market value, at the time PictureTel shares are first accepted for exchange by Pharaoh Acquisition Corp. pursuant to the offer, of any fractional shares you would otherwise have been entitled to receive as described below.

    The expiration date shall refer to 12:00 midnight, New York City time, on July 17, 2001, unless we extend the period of time for which the offer is open, in which case the term expiration date means the latest time and date on which the offer, as so extended, expires.

    If you are the record owner of your shares and you tender your shares directly to the exchange agent, you will not incur any brokerage commissions. If you own your shares through a broker or other nominee, and your broker tenders the shares on your behalf, your broker may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. We will be responsible for any transfer taxes on the exchange of PictureTel common stock pursuant to the offer that are imposed on the acquirer of the PictureTel stock. You will be responsible for any such transfer taxes that are imposed on the transferor.

    Our obligation to exchange shares of Polycom common stock for PictureTel shares pursuant to the offer is subject to several conditions referred to below under "Conditions of the Offer" on page 56, including the minimum tender condition, the regulatory clearance condition and other conditions that are discussed below.

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Timing of Our Offer

    Our offer commenced on the date of this prospectus and is scheduled to expire at 12:00 midnight, New York City time, on July 17, 2001 but we may extend our offer from time to time. For more information, you should read the discussion immediately below under the caption "—Extension, Termination and Amendment."

Extension, Termination and Amendment

    We expressly reserve the right, subject to the provisions of the merger agreement, from time to time, to extend the period of time during which our offer remains open, and we can do this by giving oral or written notice of an extension to the exchange agent. If we decide to extend our offer, we will make an announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Subject to the provisions of the merger agreement, we are not making any assurance that we will exercise our right to extend our offer. We are obligated, however, with certain exceptions, to extend our offer until a subset of the conditions to the offer have been satisfied or waived, but in no event beyond February 24, 2002. During an extension, all PictureTel shares previously tendered and not properly withdrawn will remain subject to the offer, subject to your right to withdraw your PictureTel shares. You should read the discussion below under the caption "Withdrawal Rights" on page 51 for more details. We reserve the right to increase the offer price or the cash portion or the stock portion to be paid or to make any other changes in the terms and conditions of the offer by giving oral or written notice of such change to the exchange agent and by making a public announcement provided that, without the prior written consent of PictureTel, we cannot:

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decrease the offer price or the cash portion or the stock portion of it;



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change the form or combination of consideration to be paid in the offer;



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reduce the number of shares to be purchased in the offer;



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amend the conditions to the offer to broaden the scope of such conditions, add any additional conditions, or otherwise adversely affect the holders of PictureTel shares;



•

extend the offer except as permitted by the merger agreement; or



•

amend or waive the minimum tender condition.

    We will follow any extension, termination, amendment or delay, as promptly as practicable, with a public announcement. In the case of an extension, any announcement will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Subject to applicable law, including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with the offer be promptly sent to stockholders in a manner reasonably designed to inform stockholders of the change, and without limiting the manner in which we may choose to make any public announcement, we assume no obligation to publish, advertise or otherwise communicate any public announcement other than by making a release to the Dow Jones News Service.

    If we make a material change in the terms of our offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required under the Exchange Act. If, prior to the expiration date, we change the percentage of PictureTel shares being sought or the consideration offered to you, that change will apply to all holders whose PictureTel shares are accepted for exchange pursuant to our offer. If at the time notice of that change is first published, sent or given to you, the offer is scheduled to expire at any time earlier than the tenth business day from and including the date that the notice is first so published, sent or given, we will extend the offer until the expiration of that ten business day period. For purposes of our offer, a "business day" means

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any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

Subsequent Offering Period

    We may elect to provide a subsequent offering period of up to 20 business days after the acceptance of PictureTel shares in the offer if the requirements under Exchange Act Rule 14d-11 have been met. You will not have the right to withdraw any shares of PictureTel common stock that you tender in the subsequent offering period. If we elect to provide a subsequent offering period, we will make a public announcement to that effect no later than 9:00 a.m., New York City time on the next business day after the previously scheduled expiration date.

Exchange of PictureTel Shares; Delivery of Consideration

    Upon the terms and subject to the conditions of our offer including, if the offer is extended or amended, the terms and conditions of the extension or amendment, we will accept for exchange, and will exchange, PictureTel shares validly tendered and not properly withdrawn promptly after the expiration date and promptly after they are tendered during any subsequent offering period. In addition, subject to applicable rules of the SEC, we expressly reserve the right to delay acceptance for exchange or the exchange of PictureTel shares in order to obtain any governmental regulatory approvals. In all cases, exchange of PictureTel shares tendered and accepted for exchange pursuant to the offer will be made only after timely receipt by the exchange agent of certificates for those PictureTel shares or a confirmation of a book-entry transfer of those PictureTel shares in the exchange agent's account at The Depository Trust Company, which we refer to as DTC, a properly completed and duly executed letter of transmittal or a manually signed facsimile of that document and any other required documents.

    For purposes of the offer, we will be deemed to have accepted for exchange PictureTel shares validly tendered and not properly withdrawn as, if and when we notify the exchange agent of our acceptance of the tenders of those PictureTel shares pursuant to the offer. The exchange agent will deliver Polycom common stock and cash, including cash instead of any fractional shares of Polycom common stock, in exchange for PictureTel shares pursuant to the offer promptly after receipt of our notice. The exchange agent will act as agent for Polycom for the purpose of receiving Polycom common stock and cash to be paid, including cash instead of any fractional shares of Polycom common stock, and transmitting the stock and cash to you. You will not receive any interest on any cash that we pay you, even if there is a delay in making the exchange.

    If we do not accept any tendered PictureTel shares for exchange pursuant to the terms and conditions of the offer for any reason, or if certificates are submitted for more PictureTel shares than are accepted, we will return certificates for the unexchanged PictureTel shares to the tendering stockholder or, in the case of PictureTel shares tendered by book-entry transfer of unexchanged PictureTel shares into the exchange agent's account at DTC pursuant to the procedures set forth below under the discussion entitled "Procedure for Tendering" on page 51 and those PictureTel shares will be credited to an account maintained within DTC as soon as practicable following expiration or termination of the offer.

Cash Instead of Fractional Shares of Polycom Common Stock

    We will not issue certificates representing fractional shares of our common stock pursuant to the offer. Instead, each tendering stockholder who would otherwise be entitled to a fractional share of our common stock (after aggregating all fractional shares of Polycom common stock that would otherwise be received by the holder) will receive cash (rounded to the nearest whole cent), without interest, in an

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amount equal to that fraction multiplied by the closing price of Polycom common stock, as reported on Nasdaq, on the first date on which we accept shares for exchange in the offer.

Withdrawal Rights

    Your tender of PictureTel shares pursuant to the offer is irrevocable, except that, other than during a subsequent offering period, PictureTel shares tendered pursuant to the offer may be withdrawn at any time prior to the expiration date, and, unless we previously accepted them for exchange pursuant to the offer, may also be withdrawn at any time after August 16, 2001. If we elect to provide a subsequent offering period under Exchange Act Rule 14d-11, you will not have the right to withdraw PictureTel shares that you tender in the subsequent offering period.

    For your withdrawal to be effective, the exchange agent must receive from you a written, telex or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this prospectus, and your notice must include your name, address, social security number, the certificate number(s) and the number of PictureTel shares to be withdrawn as well as the name of the registered holder, if it is different from that of the person who tendered those PictureTel shares.

    A financial institution must guarantee all signatures on the notice of withdrawal unless those PictureTel shares have been tendered for the account of any eligible institution. Most banks, savings and loan associations and brokerage houses are able to provide these signature guarantees for you. The financial institution must be a participant in the Securities Transfer Agents Medallion Program, an eligible institution. If PictureTel shares have been tendered pursuant to the procedures for book-entry tender discussed under the caption below entitled "—Procedure for Tendering," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn PictureTel shares and must otherwise comply with DTC's procedures. If certificates have been delivered or otherwise identified to the exchange agent, the name of the registered holder and the serial numbers of the particular certificates evidencing the PictureTel shares withdrawn must also be furnished to the exchange agent, as stated above, prior to the physical release of the certificates. We will decide all questions as to the form and validity, including time of receipt, of any notice of withdrawal, in our sole discretion, and our decision shall be final and binding.

    Neither we, the exchange agent, the information agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any notification. Any PictureTel shares properly withdrawn will be deemed not to have been validly tendered for purposes of our offer. However, you may retender withdrawn PictureTel shares by following one of the procedures discussed below under the captions entitled "Procedure for Tendering" or "Guaranteed Delivery" on pages 51 and 52 at any time prior to the expiration date.

Procedure for Tendering

    For you to validly tender PictureTel shares pursuant to the offer:

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the enclosed letter of transmittal, properly completed and duly executed, or manually executed facsimile of that document, along with any required signature guarantees, or an agent's message in connection with a book-entry transfer, and any other required documents, must be transmitted to and received by the exchange agent at the address set forth on the back cover of this prospectus, and certificates for tendered PictureTel shares must be received by the exchange agent at that address or those PictureTel shares must be tendered pursuant to the procedures for book-entry tender set forth below, and a confirmation of receipt of the tender received, which confirmation we refer to below as a book-entry confirmation, in each case before the expiration date; or



•

you must comply with the guaranteed delivery procedures set forth below.

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    The term agent's message means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the PictureTel shares which are the subject of the book-entry confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce that agreement against the participant.

    The exchange agent will establish accounts with respect to the PictureTel shares at DTC for purposes of the offer within two business days after the date of this prospectus, and any financial institution that is a participant in DTC may make book-entry delivery of the PictureTel shares by causing DTC to transfer tendered PictureTel shares into the exchange agent's account in accordance with DTC's procedure for the transfer. However, although delivery of PictureTel shares may be effected through book-entry at DTC, the letter of transmittal, or a manually signed facsimile thereof, with any required signature guarantees, or an agent's message in connection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address set forth on the back cover of this prospectus prior to the expiration date, or the guaranteed delivery procedures described below must be followed.

    Signatures on all letters of transmittal must be guaranteed by an eligible institution, except in cases in which PictureTel shares are tendered either by a registered holder of PictureTel shares who has not completed the box entitled "Special Payment Instructions" or "Special Delivery Instructions" on the letter of transmittal or for the account of an eligible institution.

    If the certificates for PictureTel shares are registered in the name of a person other than the person who signs the letter of transmittal, or if certificates for unexchanged PictureTel shares are to be issued to a person other than the registered holder(s), the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner or owners appear on the certificates, with the signature(s) on the certificates or stock powers guaranteed in the manner we have described above.

The method of delivery of PictureTel share certificates and all other required documents, including delivery through DTC, is at your option and risk, and the delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured. In all cases, you should allow sufficient time to ensure timely delivery.

Guaranteed Delivery

    If you wish to tender PictureTel shares pursuant to our offer and your certificates are not immediately available or you cannot deliver the certificates and all other required documents to the exchange agent prior to the expiration date or cannot complete the procedure for book-entry transfer on a timely basis, your PictureTel shares may nevertheless be tendered, so long as all of the following conditions are satisfied:

•

You make your tender by or through an eligible institution;



•

The enclosed notice of guaranteed delivery, properly completed and duly executed, substantially in the form enclosed with this prospectus, is received by the exchange agent as provided below on or prior to the expiration date; and



•

The certificates for all tendered PictureTel shares, or a confirmation of a book-entry transfer of tendered securities into the exchange agent's account at DTC as described above, in proper form for transfer, together with a properly completed and duly executed letter of transmittal or a manually signed facsimile thereof, with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, and all other documents required by the letter of transmittal are received by the exchange agent within three Nasdaq trading days after the date

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of execution of the notice of guaranteed delivery. You may deliver the notice of guaranteed delivery by hand or transmit it by facsimile transmission or mail to the exchange agent and you must include a signature guarantee by an eligible institution in the form set forth in that notice.

    In all cases, we will exchange PictureTel shares tendered and accepted for exchange pursuant to our offer only after timely receipt by the exchange agent of certificates for PictureTel shares, or timely confirmation of a book-entry transfer of tendered securities into the exchange agent's account at DTC as described above, properly completed and duly executed letter(s) of transmittal, or manually signed facsimile(s) thereof, or an agent's message in connection with a book-entry transfer, and any other required documents.

    By executing a letter of transmittal as set forth above, you irrevocably appoint our designees as your attorneys-in-fact and proxies, each with full power of substitution, to the full extent of your rights with respect to your PictureTel shares tendered and accepted for exchange by us and with respect to any and all other PictureTel shares and other securities, other than the shares of PictureTel common stock, issued or issuable in respect of the PictureTel shares on or after July 17, 2001. That appointment is effective if and when, and only to the extent that, we accept the shares of PictureTel common stock for exchange pursuant to the offer. All of these proxies shall be considered coupled with an interest in the tendered PictureTel shares and therefore shall not be revocable. Upon the effectiveness of the appointment, all prior proxies that you have given will be revoked, and you may not give any subsequent proxies, and, if given, they will not be deemed effective. Our designees will, with respect to the PictureTel shares for which the appointment is effective, be empowered, among other things, to exercise all of your voting and other rights as they, in their sole discretion, deem proper at any annual, special or adjourned meeting of PictureTel's stockholders or otherwise. We reserve the right to require that, in order for PictureTel shares to be deemed validly tendered, immediately upon our exchange of those PictureTel shares, we must be able to exercise full voting rights with respect to the tendered PictureTel shares.

    We will determine questions as to the validity, form, eligibility including time of receipt, and acceptance for exchange of any tender of PictureTel shares, in our sole discretion, and our determination shall be final and binding. We reserve the absolute right to reject any and all tenders of PictureTel shares that we determine are not in proper form or the acceptance of or exchange for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any PictureTel shares. No tender of those PictureTel shares will be deemed to have been validly made until all defects and irregularities in tenders of those PictureTel shares have been cured or waived. Neither we, the exchange agent, the information agent nor any other person will be under any duty to give notification of any defects or irregularities in the tender of any PictureTel shares or will incur any liability for failure to give notification. Our interpretation of the terms and conditions of our offer, including the letter of transmittal and instructions thereto, will be final and binding.

    The tender of PictureTel shares pursuant to any of the procedures described above will constitute a binding agreement between us and you upon the terms and subject to the conditions of the offer.

Material United States Federal Income Tax Considerations of the Merger

    The following discussion summarizes the material United States federal income tax consequences to holders of PictureTel common stock who sell shares in the offer or the merger. This discussion is based on current federal income tax law, which is subject to change at any time (possibly with retroactive effect) in a manner that could affect the information set forth below.

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    This discussion is intended only as a summary and does not purport to be a complete analysis of all of the potential tax effects of the offer or the merger for all categories of PictureTel stockholders. In particular, this discussion does not deal with all United States federal income tax considerations that may be relevant to PictureTel stockholders in light of their particular circumstances (such as stockholders who are insurance companies, tax-exempt organizations, dealers in securities, stockholders who hold their shares of PictureTel common stock as part of a hedge, appreciated financial position, straddle, or conversion transaction, who are subject to the alternative minimum tax provisions of the Internal Revenue Code, who are foreign persons, who do not hold their shares as capital assets, or who acquired their shares upon exercise of stock options or in other compensatory transactions). In addition, the following discussion does not address the tax consequences of the offer or the merger under foreign, state, or local tax laws.

    The receipt of cash and shares of Polycom common stock in exchange for shares of PictureTel common stock pursuant to the offer or the merger will be a taxable transaction for federal income tax purposes. Each PictureTel stockholder's gain or loss per share of PictureTel common stock will be equal to the difference between the fair market value of the consideration received in the offer and/or the merger and the stockholder's adjusted tax basis in such shares. Gain or loss must be calculated separately for each block of PictureTel shares (i.e., shares acquired at the same cost in a single transaction) exchanged pursuant to the offer or the merger. Assuming that such shares constitute capital assets in the hands of the PictureTel stockholder, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the stockholder's holding period is more than one year. Capital losses are only deductible to the extent of capital gains plus, in the case of taxpayers other than corporations, $3,000 of ordinary income. Capital losses that are not currently deductible may be carried forward to other years, subject to certain limitations.

    PictureTel stockholders who do not sell their shares of PictureTel common stock pursuant to the offer or the merger and who exercise and perfect their appraisal rights under Delaware law to demand fair value for such shares will recognize gain or loss (and may recognize an amount of interest income) attributable to any payment received pursuant to the exercise of such rights. Assuming that such shares constitute capital assets in the hands of the PictureTel stockholder, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the stockholder's holding period is more than one year.

    Backup Withholding.  Stockholders may be subject to backup withholding at the rate of 31 percent with respect to payments of cash consideration in the offer or the merger or as the result of the exercise of appraisal rights unless the stockholder provides a correct taxpayer identification number in the manner required or certifies that it is not subject to backup withholding or is an "exempt recipient." Backup withholding is not an additional tax, but rather may be credited against the taxpayer's tax liability for the year.

The foregoing summary of federal income tax consequences is included herein for general information only. Accordingly, stockholders are urged to consult their own tax advisors regarding the federal, state, local, foreign, and other tax consequences of the offer and the merger in light of their particular circumstances.

Purpose of the Offer; the Merger; Appraisal Rights

Purpose

    We are making the offer in order to acquire control of at least a majority of the common stock of PictureTel on a fully diluted basis. The offer is the first step in our acquisition of PictureTel and is intended to facilitate the acquisition of all of the outstanding shares of PictureTel common stock. We intend, as soon as practicable after completion of the offer, to have Pharaoh Acquisition Corp. merge with and into PictureTel. The purpose of the merger is to acquire all PictureTel shares not tendered

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and exchanged pursuant to the offer. In the merger, each then outstanding PictureTel share, except for PictureTel shares held in PictureTel's treasury, PictureTel shares owned by Polycom or Pharaoh Acquisition Corp. and, if applicable, PictureTel shares held by stockholders exercising appraisal rights, would be converted into the right to receive the same amount of cash and number of Polycom shares as is paid in the offer, subject to appraisal rights that may be exercised under the Delaware General Corporation Law, also referred to as the DGCL.

Approval of the Merger

    Under Section 251 of the DGCL, the approval of the board of directors of a company and the affirmative vote of the holders of a majority of its outstanding shares are required to approve and adopt a merger and a merger agreement. The PictureTel board of directors has previously approved the merger. Accordingly, if we complete the offer, we would have a sufficient number of PictureTel shares to approve the merger without the affirmative vote of any other holder of PictureTel shares. Therefore, unless the merger is consummated in accordance with the short form merger provisions under the DGCL described below, in which case no action by the stockholders of PictureTel, other than by Polycom acting in its capacity as the majority shareholder, will be required to consummate the merger, the only remaining corporate action of PictureTel will be the approval and adoption of the merger agreement by the affirmative vote of a majority of the outstanding PictureTel shares.

Possible Short Form Merger

    Section 253 of the DGCL would permit the merger to occur without a vote of PictureTel's stockholders in a short form merger if Polycom were to acquire at least 90% of the outstanding PictureTel shares in the offer or otherwise, including as a result of purchases by Polycom during any subsequent offering period. If, however, we do not acquire at least 90% of the then outstanding PictureTel shares pursuant to the offer or otherwise, and a vote of PictureTel's stockholders is required under the DGCL, a longer period of time will be required to effect the merger.

Appraisal Rights

    The offer does not entitle PictureTel stockholders to appraisal rights with respect to their PictureTel shares.

    The merger does entitle PictureTel stockholders to appraisal rights with respect to their PictureTel shares.

    However, if the merger is consummated, holders of PictureTel shares at the effective time of the merger will have certain rights pursuant to the provisions of Section 262 of the DGCL to demand appraisal of their PictureTel shares. Under Section 262, stockholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their PictureTel shares (exclusive of any element of value arising from the accomplishment or expectation of the merger) and to receive payment of such fair value in cash, together with a fair rate of interest, if any. Any such judicial determination of the fair value of PictureTel shares could be based upon factors other than, or in addition to, the price per PictureTel share to be paid in the merger or the market value of the PictureTel shares. The value so determined could be more or less than the price per PictureTel share to be paid in the merger.

    The foregoing summary of Section 262 of the DGCL does not purport to be complete and is qualified in its entirety by reference to the full text of Section 262 of the DGCL, which is set forth in Annex B to this prospectus. Stockholders who may wish to exercise appraisal rights under Delaware law are urged to consult legal counsel for assistance in exercising their rights. Failure to comply completely and on a timely basis with all requirements of Section 262 for perfecting appraisal rights will result in the loss of those rights.

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Conditions of the Offer

    The offer is subject to a number of conditions, which are described below:

Minimum Tender Condition

    There must be validly tendered and not properly withdrawn prior to the expiration of the offer a number of PictureTel shares which will constitute at least a majority of the total number of outstanding PictureTel shares on a fully diluted basis, including for purposes of such calculation all shares issuable upon conversion of PictureTel's series B preference stock and upon exercise of all vested PictureTel stock options and warrants and unvested stock options that are scheduled to vest, after giving effect to any acceleration that would occur as a result of the consummation of the transactions contemplated by the merger agreement, but excluding any shares held by PictureTel or any of its subsidiaries and excluding any shares issuable upon conversion of any convertible notes issued to Polycom, as of the date that we accept the PictureTel shares pursuant to our offer. Based on information supplied by PictureTel, the number of PictureTel shares needed to satisfy the minimum tender condition would have been approximately 30,045,507 as of June 8, 2001.

Regulatory Clearance Condition

    The expiration of waiting periods under the HSR Act and applicable foreign merger notification statutes has not yet occurred, but required filings have been or will be made in a timely manner.

Registration Statement Effectiveness Condition

    The registration statement on Form S-4 of which this prospectus is a part must have become effective under the Securities Act and not be the subject of any stop order or proceedings seeking a stop order.

Nasdaq Listing Condition

    The shares of Polycom common stock issued to PictureTel stockholders in the offer and the merger must have been approved for listing on Nasdaq, subject to official notice of issuance, or be exempt from such requirement under the then applicable laws, regulations and rules of Nasdaq.

Other Conditions of the Offer

    The offer is also subject to the conditions that, before the time of acceptance for exchange of PictureTel shares pursuant to the offer:

•

There shall not be pending or overtly threatened in writing any suit, action or proceeding by any governmental entity against Polycom, Pharaoh Acquisition Corp., PictureTel or any subsidiary of PictureTel;



•

seeking to prohibit or impose any material limitations on Polycom's or Pharaoh Acquisition Corp.'s ownership or operation, or that of any of their respective subsidiaries or affiliates, of all or a material portion of their or the PictureTel's businesses or assets, or to compel Polycom, Pharaoh Acquisition Corp. or their respective subsidiaries and affiliates to dispose of or hold separate any material portion of the business or assets of PictureTel or Polycom and their respective subsidiaries, in each case taken as a whole;



•

challenging the acquisition by Polycom or Pharaoh Acquisition Corp. of any shares under the offer, seeking to restrain or prohibit the making or consummation of the offer or the merger or the performance of any of the other transactions contemplated by the merger agreement or the voting and tender agreements, including the voting provisions thereunder,

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or seeking to obtain from PictureTel, Polycom or Pharaoh Acquisition Corp. any damages that are material in relation to PictureTel and its subsidiaries taken as a whole;

•

seeking to impose material limitations on the ability of Pharaoh Acquisition Corp., or render Pharaoh Acquisition Corp. unable, to accept for payment, pay for or purchase some or all of the shares pursuant to the offer and the merger;



•

seeking to impose material limitations on the ability of the Polycom or Pharaoh Acquisition Corp. effectively to exercise full rights of ownership of the shares, including, without limitation, the right to vote the shares purchased by it on all matters properly presented to PictureTel's stockholders;



•

compel Polycom or its affiliates to dispose of or hold separate any portion of the business or assets of PictureTel or Polycom and their respective subsidiaries which would be material in the context of PictureTel and its subsidiaries taken as a whole or Polycom and its subsidiaries taken as a whole, whichever is applicable;



•

oblige PictureTel, Polycom or any of their respective subsidiaries to pay material damages in connection with the transactions contemplated by the merger agreement; or



•

which otherwise is reasonably likely to have a material adverse effect on PictureTel or, as a result of the transactions contemplated by the merger agreement, on Polycom;

which in the reasonable good faith judgment of Polycom or Pharaoh Acquisition Corp., in any such case, and regardless of the circumstances, including any action or inaction by Polycom or Pharaoh Acquisition Corp., giving rise to such condition makes it inadvisable to proceed with the offer and/or with such acceptance for payment of or payment for the shares.

•

There shall not be any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, or deemed applicable, pursuant to an authoritative interpretation by or on behalf of a government entity, to the offer or the merger, or any other action shall be taken by any governmental entity, other than the application to the offer or the merger of applicable waiting periods under the HSR Act, that is reasonably likely to result, directly or indirectly, in any of the consequences referred to in the first four bullet points of the paragraph directly above.



•

There shall not have occurred:



•

any general suspension of trading in, or limitation on prices for, securities on the Nasdaq for a period in excess of 24 hours, excluding suspensions or limitations resulting solely from physical damage or interference with such exchanges not related to market conditions;



•

a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;



•

a commencement of a war, armed hostilities or other international or national calamity directly involving the United States;



•

any limitation, whether or not mandatory, by any United States governmental authority on the extension of credit generally by banks or other financial institutions; or



•

in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof.

•

The representations and warranties of PictureTel contained in the merger agreement:



•

shall have been true and correct in all respects as of the date of the merger agreement;

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•

shall be true and correct in all respects on and as of the date of the expiration of the offer with the same force and effect as if made or as of such date; and



•

except, with respect to the three bullet points immediately above,



•

in each case, or in the aggregate, as does not constitute a material adverse effect on PictureTel; provided, however, that a material adverse effect qualifier will be inapplicable with respect to representations and warranties relating to organization and qualification, subsidiaries, certificate of incorporation and bylaws, capitalization, authority relative to the merger agreement, brokers, intellectual property in certain respects, financial advisor opinion, state takeover statutes and board approval, referred to as the special representations, each of which individually shall have been true and correct in all material respects as of the date of the merger agreement and shall be true and correct in all material respects on and as of the date of the expiration of the offer;



•

for changes contemplated by the merger agreement; and



•

for those representations and warranties which address matters only as of a particular date, which representations shall have been true and correct, subject to the material adverse effect and materiality qualifications and limitations set forth in the preceding clause, as of such particular date, it being understood that, for purposes of determining the accuracy of such representations and warranties other than the special representations,



•

all material adverse effect and materiality qualifications and other qualifications based on the word material or similar phrases contained in such representations and warranties shall be disregarded, and



•

any update of or modification to the PictureTel schedule to the merger agreement made or purported to have been made after the date of the merger agreement shall be disregarded.

•

PictureTel shall not have failed to perform in any material respect any material obligation or to comply in any material respect with any of its material agreements or covenants to be performed or complied with by it under the merger agreement.



•

PictureTel shall have received the consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the merger agreement.



•

All of the executive officer change in control agreements shall not have failed to be in full force and effect.



•

The rights plan amendment of PictureTel's rights plan required by the merger agreement shall not have failed to be in full force and effect.



•

The merger agreement shall not have been terminated in accordance with its terms.

Regulatory Clearances

    We and PictureTel have agreed pursuant to the merger agreement to use all reasonable efforts to take whatever actions are required to obtain necessary regulatory approvals with respect to the offer and the merger. Other than clearance under the antitrust laws applicable to the offer and the merger which are described below, the SEC declaring the effectiveness of the registration statement of which this prospectus is a part and the filing of a certificate of merger under the DGCL with respect to the merger, we do not believe that any additional material governmental filings are required with respect to the offer and the merger.

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    Under the HSR Act, and the related rules, the merger may not be completed until we and PictureTel notify and furnish information to the Federal Trade Commission and the Antitrust Division of the United States Department of Justice and specified waiting period requirements have been satisfied. The notifications required under the HSR Act to the Federal Trade Commission and the Antitrust Division of the Department of Justice have been filed.

    We and PictureTel also conduct operations in other countries where other regulatory filings or approvals may be required in connection with the completion of the offer or the merger. We and PictureTel have made or will make all necessary filings required by the relevant regulatory authorities. With respect to such filings, we cannot be certain that the relevant regulatory approvals or consents will be granted and, if these approvals or consents are received, we cannot be certain as to the date of those approvals or consents. In addition, we cannot be certain that we will be able to cause PictureTel or its subsidiaries to satisfy or comply with those laws or that compliance or noncompliance will not have adverse consequences for PictureTel or any subsidiary of PictureTel after purchase of the shares of PictureTel common stock pursuant to the offer or the merger.

Possible Effects of Our Offer

Reduced Liquidity; Possibly no Longer Included for Quotation

    The tender of PictureTel shares pursuant to the offer will reduce the number of holders of PictureTel shares and the number of PictureTel shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining PictureTel shares held by the public. PictureTel shares are included for quotation and principally traded on the Nasdaq National Market. Depending on the number of PictureTel shares acquired pursuant to the offer, following consummation of the offer, PictureTel shares may no longer meet the requirements of the Nasdaq National Market for continued quotation. The NASD's requirements for continued inclusion in the Nasdaq National Market, among other things, require that an issuer have either:

•

at least 750,000 publicly held shares, held by at least 400 stockholders of round lots, with a market value of at least $5 million and net tangible assets of at least $4 million and at least two registered and active market makers for the shares; or



•

at least 1,100,000 publicly held shares, held by at least 400 stockholders of round lots, with a market value of at least $15 million and at least four registered and active market markers, and either:



•

a market capitalization of at least $50 million; or



•

total assets and total revenue of at least $50 million each for the most recently completed fiscal year or two of the last three most recently completed fiscal years.

    The shares might nevertheless continue to be included in the Nasdaq National Market with quotations published in the Nasdaq "additional list" or in one of the "local lists," but if the number of holders of the shares were to fall below 300, the number of publicly held shares were to fall below 500,000 or there were not at least two registered and active market makers for the shares, the NASD's rules provide that the shares would no longer be "qualified" for Nasdaq reporting and Nasdaq would cease to provide any quotations. Shares held directly or indirectly by directors, officers or beneficial owners of more than 10% of the shares are not considered as being publicly held for this purpose. If, following the closing of offer, the shares of PictureTel no longer meet the requirements of the NASD for continued inclusion in the Nasdaq National Market or in any other tier of Nasdaq and the shares were no longer included in the Nasdaq National Market or in any other tier of Nasdaq, the market for PictureTel shares could be adversely affected.

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    If the PictureTel shares no longer meet the requirements of the NASD for continued inclusion in any tier of the Nasdaq, it is possible that the shares would continue to trade in the over-the-counter market and that price quotations would be reported by other sources. The extent of the public market for the PictureTel shares and the availability of quotations for PictureTel shares would, however, depend upon the number of holders of shares remaining at that time, the interest in maintaining a market in PictureTel shares on the part of securities firms, the possible termination of registration of the shares under the Exchange Act, as described below, and other factors. We cannot predict whether the reduction in the number of PictureTel shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the PictureTel shares.

    According to PictureTel, there were, as of June 8, 2001, approximately 53,402,550 shares of PictureTel common stock outstanding.

Status as "Margin Securities"

    The PictureTel shares are presently "margin securities" under the regulations of the Federal Reserve Board, which has the effect, among other things, of allowing brokers to extend credit on the collateral of PictureTel shares. Depending on the factors similar to those described above with respect to market quotations, following consummation of the offer, the PictureTel shares may no longer constitute "margin securities" for the purposes of the Federal Reserve Board's margin regulations, in which event the PictureTel shares would not be eligible as collateral for margin loans made by brokers.

Registration Under the Exchange Act

    PictureTel shares are currently registered under the Exchange Act. PictureTel can terminate that registration upon application to the SEC if the outstanding shares are not listed on a national securities exchange, quoted on an automated inter-dealer quotation system or if there are fewer than 300 holders of record of PictureTel shares. Termination of registration of the PictureTel shares under the Exchange Act would reduce the information that PictureTel must furnish to its stockholders and to the SEC and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b) and the requirement of furnishing a proxy statement in connection with stockholders meetings pursuant to Section 14(a) and the related requirement of furnishing an annual report to stockholders, no longer applicable with respect to PictureTel shares. In addition, if PictureTel shares are no longer registered under the Exchange Act, the requirements of Rule 13e-3 under the Exchange Act with respect to "going-private" transactions would no longer be applicable to PictureTel. Furthermore, the ability of "affiliates" of PictureTel and persons holding "restricted securities" of PictureTel to dispose of these securities pursuant to Rule 144 under the Securities Act may be impaired or eliminated. If registration of the shares under the Exchange Act were terminated, they would no longer be eligible for Nasdaq reporting or for continued inclusion on the Federal Reserve Board's list of "margin securities."

Source and Amount of Funds

    The total amount of funds required by Pharaoh Acquisition Corp. to consummate the offer and the merger and to pay related fees and expenses is estimated to be approximately $185 million. Polycom will finance the offer and the merger with internally available funds.

Relationships with PictureTel

    Except as set forth in this prospectus, neither we nor, to the best of our knowledge, any of our directors, executive officers or other affiliates has any contract, arrangement, understanding or relationship with any other person with respect to any securities of PictureTel, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of

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any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies. Except as described herein, there have been no contacts, negotiations or transactions since January 1, 1998, between us or, to the best of our knowledge, any of our directors, executive officers or other affiliates on the one hand, and PictureTel or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors, or a sale or other transfer of a material amount of assets. Except as set forth in this prospectus, neither we nor, to the best of our knowledge, any of our directors, executive officers or other affiliates has since January 1, 1998 had any transaction with PictureTel or any of its officers, directors or affiliates that would require disclosure under the rules and regulations of the SEC applicable to the offer.

    Neither we nor, to the best of our knowledge, any of our directors, executive officers or other affiliates beneficially owns or has any right to acquire, directly or indirectly, any PictureTel shares and neither we nor, to the best of our knowledge, any of our directors, executive officers or other affiliates has effected any transaction in the PictureTel shares during the past 60 days other than as set forth below:

    On June 15, 2001, Polycom purchased a Series A and a Series B senior convertible note, each of which is convertible into PictureTel common stock. The terms of the notes, including the conversion feature, are described in the section below under the heading "—Note Agreement and related documents."

    Except as described or incorporated by reference in this prospectus, as of the date of this prospectus, there exists no material agreement, arrangement or understanding or any actual or potential conflict of interest between PictureTel or its affiliates and (1) PictureTel's executive officers, directors or affiliates or (2) Polycom or Pharaoh Acquisition Corp. or their respective executive officers, directors or affiliates other than as follows:

Product Distribution Agreement

    Accord Networks Ltd., now known as Polycom Israel Ltd., which became a wholly owned subsidiary of Polycom on February 28, 2001 and PictureTel entered into a Product Distribution Agreement dated January 21, 2000, as amended on February 27, 2001. Under the terms of the distribution agreement, PictureTel is authorized to purchase, acquire and license certain of Polycom's network systems products for distribution and resale by PictureTel. The parties also agreed that Polycom Israel would license certain PictureTel Features in order to incorporate such PictureTel Features into certain of Polycom's network systems products for distribution by both PictureTel and Polycom. The term of the distribution agreement is thirty-six (36) months, and shall automatically continue thereafter for twelve (12) months unless either party gives the other written notice of its intent not to renew at least ninety (90) days prior to the expiration of the initial or renewal term, or unless earlier terminated as otherwise provided in the distribution agreement.

License Agreement

    Polycom, PictureTel and PictureTel Technology Corp. have entered into the Siren Wideband Audio Codec License Agreement dated February 19, 2001. Under the terms of the license agreement, PictureTel and PictureTel Technology Corp. have agreed to license certain wideband audio speech coding technology relating to International Telecommunications Union Recommendation ITV-T 6.722.1 in exchange for license fees and royalties.

Confidentiality Agreement

    PictureTel and Polycom entered into a confidentiality and standstill agreement dated March 7, 2001 pursuant to which Polycom and PictureTel agreed not to disclose the other's confidential

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information or to use the other's confidential information other than for the purpose of evaluating a possible transaction between Polycom and PictureTel. Pursuant to the confidentiality agreement, Polycom and PictureTel also agreed that for a period of eighteen (18) months they would not acquire, or make an offer to acquire, assets or property of the other or merge with the other without the prior consent of the relevant board of directors. The above summary and description are qualified in their entirety by reference to the confidentiality agreement, which is filed herewith as Exhibit (e)(2) to PictureTel's Solicitation/Recommendation on Schedule 14D-9 and incorporated herein by reference.

Accounting Treatment

    Polycom's acquisition of PictureTel will be accounted for as a "purchase," as that term is used under United States generally accepted accounting principles, commonly referred to as "GAAP", for accounting and financial reporting purposes. PictureTel will be treated as the acquired corporation for these purposes. PictureTel's assets, liabilities and other items will be adjusted to their estimated fair value on the closing date of the acquisition and combined with the historical book values of the assets and liabilities of Polycom. Applicable income tax effects of these adjustments will be included as a component of the combined company's deferred tax asset or liability. The difference between the estimated fair value of the assets, liabilities, in-process research and development expense and other items (adjusted as discussed above) and the purchase price will be recorded as goodwill, unearned stock compensation, and other intangible assets and is expected to be amortized against the combined company's earnings over three years following completion of the merger or as a compensation expense and is expected to be amortized over the vesting period of assumed options. For further information concerning the amount of goodwill and other intangibles to be recorded in connection with the merger and the amortization of the goodwill and other intangible assets, see "Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements on page 90."

    On February 14, 2001, the Financial Accounting Standards Board (FASB) issued an exposure draft for public comment which proposes changing the method of accounting for goodwill in a purchase transaction from capitalization and amortization against earnings to capitalization and periodic evaluation for impairment. If this change were adopted by the FASB, unamortized goodwill resulting from this transaction would be reported as an asset and not amortized against earnings unless it became impaired, at which time an immediate charge would be made in the financial statements in accordance with SFAS 121, "Impairment of long-lived Assets." The public comment period ended on March 16, 2001 and the FASB proposes to make this change effective July 2001; however, there can be no assurance that the FASB will ever adopt this change or that any final standard will become effective in July 2001.

Fees and Expenses

    We have retained Thomas Weisel Partners L.L.C. to provide certain financial advisory services to us in connection with the offer and the merger. We have retained Morgan Stanley Dean Witter to render a financial opinion in connection with the offer and the merger. Thomas Weisel Partners L.L.C. and Morgan Stanley Dean Witter will receive customary compensation for these services. We have agreed to indemnify Thomas Weisel Partners L.L.C. and Morgan Stanley Dean Witter and related persons against certain liabilities and expenses in connection with their services as financial advisor, including certain liabilities and expenses under the federal securities laws. From time to time, Thomas Weisel Partners L.L.C. and Morgan Stanley Dean Witter and their affiliates may actively trade the debt and equity securities of PictureTel for their own account or for the accounts of customers and, accordingly, may hold a long or short position in these securities.

    We have retained Innisfree M&A Incorporated to act as information agent in connection with the offer. The information agent may contact holders of PictureTel shares by mail, telephone, telex, telegraph, e-mail and personal interview and may request brokers, dealers and other nominee

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stockholders to forward material relating to the offer to beneficial owners of PictureTel shares. We will pay the information agent reasonable and customary compensation for these services in addition to reimbursing the information agent for its reasonable out-of-pocket expenses. We have agreed to indemnify the information agent against certain liabilities and expenses in connection with the offer, including certain liabilities under the U.S. federal securities laws.

    In addition, we have retained EquiServe Trust Company, N.A. as the exchange agent. We will pay the exchange agent reasonable and customary compensation for its services in connection with the offer, will reimburse the exchange agent for its reasonable out-of-pocket expenses and will indemnify the exchange agent against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws.

    Except as set forth above, we will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of PictureTel shares pursuant to the offer. We will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers.

Restrictions on Sales of Shares by Affiliates

    The shares of Polycom common stock to be issued in the merger will be registered under the Securities Act. These shares will be freely transferable under the Securities Act, except for shares of Polycom common stock issued to any person who is an affiliate of PictureTel or Polycom. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under the common control of PictureTel or Polycom and may include some of their respective officers and directors, as well as their respective principal stockholders. Affiliates may not sell their shares of Polycom common stock acquired in the offer or the merger except pursuant to;

•

an effective registration statement under the Securities Act covering the resale of those shares,



•

an exemption under paragraph (d) of Rule 145 under the Securities Act or



•

any other applicable exemption under the Securities Act. Pursuant to the terms of the merger agreement, PictureTel has delivered to Polycom affiliate agreements executed by certain PictureTel affiliates that prohibit the sale, transfer or other disposition of Polycom common stock received by such PictureTel affiliate in the offer or the merger or upon exercise of options assumed by Polycom in the merger, except under certain circumstances, in order to comply with the requirements of certain federal securities laws. See "Agreements Related to the Merger Agreement—Affiliate Agreements" on page 83.

Listing on the Nasdaq Market of Polycom Common Stock to be Issued in the Merger

    Polycom has agreed to cause the listing on Nasdaq of the shares of Polycom common stock issuable, and those required to be reserved for issuance, in connection with the offer and the merger, subject to official notice of issuance.

No Polycom Appraisal Rights

    Holders of Polycom common stock are not entitled to appraisal rights under the DGCL because Polycom is not a constituent corporation to the merger under the DGCL.

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INTERESTS OF PICTURETEL OFFICERS AND
DIRECTORS IN THE TRANSACTION

    The information contained in the Information Statement attached as Annex B to the Solicitation/Recommendation Statement on Schedule 14D-9 of PictureTel dated June 18, 2001 is incorporated herein by reference.

Treatment of Stock Options

    Each outstanding option to purchase shares of PictureTel common stock, including options granted to PictureTel officers and directors, granted prior to May 24, 2001 will accelerate in connection with the transactions contemplated by the merger agreement. Further, the merger agreement provides that each outstanding option to purchase shares of PictureTel common stock granted under the PictureTel 1998 Acquisition Stock Plan after May 24, 2001 will be assumed upon consummation of the merger by Polycom and shall thereafter be exercisable for that number of shares of Polycom common stock equal to the number of shares of PictureTel common stock for which it is exercisable multiplied by the option exchange ratio and rounded down to the nearest whole number of shares of Polycom common stock. In addition, the per share exercise price of each assumed option shall be determined by dividing the original exercise price by the option exchange ratio and rounding up to the nearest whole cent. The option exchange ratio will be equal to the sum obtained by adding

•

0.1177 of a share of Polycom common stock and



•

the quotient obtained by dividing $3.11 by the average closing sale price of one share of Polycom common stock as reported on Nasdaq for the five (5) consecutive trading days ending immediately prior to the effective time of the merger.

    The following table sets forth, with respect to each of the executive officers and directors of PictureTel,

•

the number of shares of PictureTel common stock subject to options, other than options granted after May 24, 2001 under the 1998 Acquisition Stock Plan, held by such persons that will be exercisable in connection with the offer (including options that are currently exercisable as well as options which will become exercisable in connection with the transactions contemplated by the merger agreement);



•

the range of exercise prices of the options held by such persons;



•

the weighted average exercise price of the options held by such persons; and



•

the cash value of all options held by such persons, calculated by subtracting the option exercise price from an assumed per share offer and merger consideration of $5.63, which represents the sum of $3.11 and the product of 0.1177 multiplied by the closing sales price of Polycom common stock on June 14, 2001. Any option with an exercise price above $5.63 was disregarded for purposes of calculating cash value.

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Name	Options Which Will be Exercisable(1)(2)	Range of Exercise Prices Per Share				Weighted Average Exercise Price Per Share		Cash Value
Amit Akkad	59,400	$	2.28 -	$	9.187	$	4.46	$	102,858.50
Group Vice President and General Manager, Enterprise Services
Dalton Edgecomb	150,000	$	2.28 -	$	2.63	$	2.571	$	458,743.55
Vice President and Chief Financial Officer
Norman Gaut	1,005,000	$	5.531 -	$	6.219	$	5.534	$	98,957.00
Chairman of the Board of Directors and Chief Executive Officer
Lewis Jaffe	360,000	$	2.28 -	$	2.656	$	2.593	$	1,093,184.52
President and Chief Operating Officer
Robert Knight	20,000	$	4.03 -	$	11.25	$	8.843	$	7,999.78
Director
Jonathan Kosheff	175,305	$	3.188 -	$	12.00	$	6.039	$	93,424.19
Executive Vice President, Operations
Carl Ledbetter	25,000	$	3.656 -	$	4.03	$	3.731	$	47,478.93
Director
David Levi	99,000	$	4.03 -	$	35.00	$	13.145	$	9,484.14
Director
Werner Schmucking	25,000	$	4.03 -	$	8.75	$	7.806	$	7,999.78
Director
Edward Semonite	189,400	$	3.188 -	$	10.25	$	5.936	$	108,687.64
Executive Vice President, Marketing
David Snow	179,600	$	3.69 -	$	9.187	$	4.403	$	288,093.55
Executive Vice President, Worldwide Sales & Strategic Initiatives
Enzo Torresi	75,000	$	4.03 -	$	35.00	$	14.272	$	9,484.14
Director

(1)

Includes options which will become exercisable in connection with the offer.

(2)

Includes options which will become exercisable if these individuals are deemed to no longer serve as directors of PictureTel following the consummation of the offer.

    In the case of PictureTel stock options issued prior to May 24, 2001, all of which become exerciseable upon consummation of the offer, PictureTel and Polycom have agreed to take steps to enable the holder thereof to exercise the option (including any portion thereof that first becomes exercisable in connection with the offer) on a basis that enables the holder effectively to tender in the offer the shares acquired upon exercise, and in the case of any such option that is not an incentive stock option, to permit the holder of the option, in his or her discretion, to tender the option (in lieu of exercising it) and receive the per share consideration offered in the offer payable with respect to the number of shares for which the option was exercisable, net of the exercise price.

Certain Executive Agreements

    Immediately prior to the closing of the merger, Polycom will assume and agree to perform, in the same manner and to the same extent as PictureTel would have been required to perform had the merger not been consummated, the change in control agreements entered into between PictureTel and certain individuals, including the following executive officers, immediately prior to the execution of the merger agreement. Polycom also will cause PictureTel to perform its obligations under PictureTel's Key Employee Change in Control Severance Plan and Special Change in Control Severance Plan.

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    In connection with the merger, we will assume certain obligations under PictureTel's executive officer and change in control agreements with the following employees of PictureTel. These agreements we amended and restated at our request prior to the execution of the merger agreement. Our obligations under these agreements will only be effective if we complete the merger with PictureTel.

Amit Akkad	Jonathan Kosheff
David Snow	Edward Semonite
Dr. Norman Gaut	Dalton Edgecomb
	Lewis Jaffe

    The following is a summary of some of the rights, privileges, restrictions and conditions relating to the executive officer change in control agreements. The specific provisions of the agreements are contained in the individual executive officer and change in control agreements which are included as exhibits to this prospectus. You should read the individual executive officer change in control agreements for a more complete understanding of their terms.

    Amit Akkad.  Mr. Akkad will become Vice President of Service following the completion of the merger pursuant to his amended and restated executive officer change in control agreement with PictureTel. Under the agreement, Mr. Akkad will receive an annual salary of $160,000, and will be granted an option to purchase 100,000 shares of PictureTel common stock. In addition, following the merger, Mr. Akkad will be entitled to retention payments equal to the higher of his annual base salary immediately prior to the merger or his annual base salary prior to termination plus his highest annual bonus in the three years preceding the merger or his termination. 50% of this retention payment is payable to Mr. Akkad 15 days following the merger, and 50% is payable on the first anniversary of the merger. If Mr. Akkad's employment terminates under specified circumstances prior to the first anniversary of the merger, the balance of the retention payment will be paid out over twelve months. If Mr. Akkad's employment terminates under specified circumstances after the first anniversary of the merger and prior to the second anniversary of the merger he will be entitled to receive an amount equal to 75% of his base salary plus his on-target annual payout (not to exceed $50,000) under Polycom's management compensation plan. If Mr. Akkad's employment terminates under specified circumstances after the second anniversary of the merger and prior to the third anniversary of the merger, he will be entitled to receive an amount equal to 50% of his base salary plus his on-target annual payout (not to exceed $50,000) under Polycom's management compensation plan. Mr. Akkad will also receive up to 12 months of continued medical and dental insurance benefits.

    David Snow.  Pursuant to Mr. Snow's amended and restated executive officer change in control agreement with PictureTel, if Mr. Snow's employment terminates under specified circumstances within three years following the merger, he will be entitled to severance payments equal to two times the higher of his annual base salary immediately prior to the merger or his annual base salary prior to termination plus his highest annual bonus in the three years preceding the merger or his termination, payable over a 24 month period in bi-weekly installments. Mr. Snow will also receive up to 24 months of continued medical and dental insurance benefits.

    Dr. Norman Gaut.  Pursuant to Dr. Gaut's amended and restated executive officer change in control agreement with PictureTel, if Dr. Gaut's employment terminates under specified circumstances within three years following the merger, Dr. Gaut will be entitled to severance payments equal to the higher of his annual base salary immediately prior to the merger or his annual base salary prior to termination plus his highest annual bonus in the three years preceding the merger or his termination, payable over a 36 month period in bi-weekly installments. Dr. Gaut will also receive up to 36 months of continued medical and dental benefits.

    Jonathan Kosheff.  Mr. Kosheff will become Vice President Operations following the completion of the merger pursuant to his amended and restated executive officer change in control agreement with

66

PictureTel. Under the agreement, Mr. Kosheff will receive an annual salary of $220,000, and will be granted an option to purchase 200,000 shares of PictureTel common stock. In addition, following the merger, Mr. Kosheff will be entitled to retention payments equal to two times the higher of his annual base salary immediately prior to the merger or his annual base salary prior to termination plus his highest annual bonus in the three years preceding the merger or his termination. One third of this retention payment is payable to Mr. Kosheff 15 days following the merger, one third is payable on the first anniversary of the merger and one third is payable on the second anniversary of the merger. If Mr. Kosheff's employment terminates under specified circumstances prior to the second anniversary of the merger, the balance of the retention payment will be paid out over twenty-four months. If Mr. Kosheff's employment terminates under specified circumstances after the second anniversary of the merger and prior to the third anniversary of the merger, he will be entitled to receive an amount equal to the lesser of 50% of his base salary plus his on-target annual payout (not to exceed $50,000) under Polycom's management compensation plan, or an amount equal to 100% of his base salary plus his on-target annual payout, not to exceed $50,000, under Polycom's management compensation plan prorated for the remainder of the third year following the merger.

    Edward Semonite.  Mr. Semonite will become Vice President, Business Unit Strategic Marketing following the completion of the merger pursuant to his amended and restated executive officer change in control agreement with PictureTel. Under the agreement, Mr. Semonite will receive an annual salary of $220,000, and will be granted an option to purchase 200,000 shares of PictureTel common stock. In addition, following the merger, Mr. Semonite will be entitled to retention payments equal to two times the higher of his annual base salary immediately prior to the merger or his annual base salary prior to termination plus his highest annual bonus in the three years preceding the merger or his termination. One third of this retention payment is payable to Mr. Semonite 15 days following the merger, one third is payable on the first anniversary of the merger and one third is payable on the second anniversary of the merger. If Mr. Semonite's employment terminates under specified circumstances prior to the second anniversary of the merger, the balance of the retention payment will be paid out over twenty-four months. If Mr. Semonite's employment terminates under specified circumstances after the second anniversary of the merger and prior to the third anniversary of the merger, he will be entitled to receive an amount equal to the lesser of 50% of his base salary plus his on-target annual payout, not to exceed $50,000, under Polycom's management compensation plan or an amount equal to 100% of his base salary plus his on-target annual payout, not to exceed $50,000, under Polycom's management compensation plan prorated for the remainder of the third year following the merger.

    Dalton Edgecomb.  Mr. Edgecomb will become a Merger and Transition Officer following the completion of the merger pursuant to his amended and restated executive officer change in control agreement with PictureTel. Under the agreement, Mr. Edgecomb will receive an annual salary of $220,000 and an additional $2,500 for entering into the amended and restated agreement. In addition, for 2 years following the merger, so long as he works for us for six months following the merger, or his employment terminates under specified circumstances, Mr. Edgecomb will be entitled to retention payments equal to two times the higher of his annual base salary immediately prior to the merger or his annual base salary prior to termination plus his highest annual bonus in the three years preceding the merger or his termination, payable in substantially equal increments over a two-year period. Mr. Edgecomb will also receive up to 24 months of continued medical and dental benefits.

    Lewis Jaffe.  Mr. Jaffe will become a Merger and Transition Officer following the completion of the merger pursuant to his amended and restated executive officer change in control agreement with PictureTel. Under the agreement, Mr. Jaffe will be entitled to an annual salary of $280,000 and an additional $2,500 for entering into the amended and restated agreement. In addition, for 2 years following the merger, so long as he works for us for six months following the merger or his employment terminates under specified circumstances, Mr. Jaffe will be entitled to retention payments equal to two times the higher of his annual base salary immediately prior to the merger or his

67

termination plus his highest annual bonus in the three years preceding the merger or his termination, payable in substantially equal increments over a two-year period. Mr. Jaffe will also receive up to 24 months of continued medical and dental benefits.

    This summary of the terms of the amended change of control severance agreements is qualified in its entirety by reference to the complete text of the amended change of control severance agreements, which have been filed as Exhibit 99.8 through 99.14 of this registration statement and are incorporated herein by reference. Information regarding the prior change of control severance agreements with certain executive officers is included in Annex B of PictureTel's Solicitation/ Recommendation Statement on Schedule 14D-9.

Indemnification

    From and after the effective time of the merger, Polycom will cause the surviving corporation to fulfill and honor in all respects the obligations of PictureTel pursuant to any indemnification agreements between PictureTel and its directors or officers in effect immediately prior to the effective time of the merger and the indemnification provisions of the PictureTel charter documents in effect as of the date of the merger agreement, provided, however, that the foregoing obligations shall not extend to claims against PictureTel's officers and directors arising out of or in connection with the SEC's investigation of the restatement of the financial reports of PictureTel in certain periods of 1997 and 1998. The certificate of incorporation of the surviving corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the former directors and officers of PictureTel as those contained in PictureTel's charter documents as in effect on the date of the merger agreement, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the effective time of the merger, were directors, officers, employees or agents of PictureTel, unless such modification is required by law. Furthermore, Polycom has agreed to maintain for three years after the effective time of the merger, subject to certain cost limitations, a policy of directors' and officers' liability insurance covering the directors and officers of PictureTel.

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THE MERGER AGREEMENT

    This section of the prospectus describes the merger agreement. While we believe that the description covers the material terms of the merger agreement, this summary may not contain all of the information that is important to you. The merger agreement is attached to this prospectus as Annex A, and we urge you to read it carefully.

The Offer

Terms of the Offer

    The merger agreement provides for the commencement by Pharaoh Acquisition Corp., a wholly owned subsidiary of Polycom, of the offer to exchange all outstanding shares of PictureTel common stock for cash and shares of Polycom common stock. The merger agreement provides for the consideration that we will pay in the offer, including $3.11 in cash and 0.1177 of a share of Polycom common stock for each share of PictureTel common stock. The merger agreement provides that the initial expiration date of the offer is the twentieth business day following commencement of the offer and that the offer is subject to a number of conditions, including the minimum tender condition. For a description of those matters, refer to the discussion under "The Offer" on page 48 of this prospectus.

    The merger agreement prohibits Pharaoh Acquisition Corp., without the consent of PictureTel, from amending or waiving the minimum tender condition or amending the offer to decrease the offer price or the cash portion or stock portion thereof, change the form or combination of consideration to be paid in the offer, reduce the number of shares to be purchased in the offer, amend the conditions to the offer to broaden the scope of such conditions, add any additional conditions, or otherwise adversely affect the holders of the PictureTel shares, extend the offer except as provided in the merger agreement, or amend or waive the minimum tender condition.

Mandatory Extensions of the Offer

    If any of the conditions to the offer are not satisfied and none of the events set forth under "The Offer—Conditions of the Offer—Other Conditions of the Offer" on page 56 has occurred and is continuing at the time of any scheduled expiration date of the offer and such conditions are reasonably capable of being satisfied in Polycom's and Pharaoh Acquisition Corp.'s sole judgement, Pharaoh Acquisition Corp. will extend the offer from time to time unless any such condition is no longer reasonably capable of being satisfied or any such event has occurred; provided that Pharaoh Acquisition Corp. is not required to extend the offer beyond February 24, 2002.

Optional Extensions of the Offer

    Pharaoh Acquisition Corp. has the right to extend the offer;

•

at the scheduled expiration date of the offer if any of the conditions to the offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived,



•

for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the offer, or



•

if the number of shares tendered pursuant to the offer is less than 90% of the outstanding shares of PictureTel common stock (on a fully-diluted basis) but at least 80% of the outstanding shares of PictureTel common stock (on a fully-diluted basis),



•

for any reason on one or more occasions for an aggregate period of not more than five (5) business days beyond the date on which the minimum tender condition is satisfied if on such date there shall not have been tendered (and not properly withdrawn) at least 90% of the outstanding shares of PictureTel common stock on a fully-diluted basis.

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Prompt Payment for PictureTel Shares after the Closing of the Offer

    Subject to the conditions of the offer, Pharaoh Acquisition Corp. will accept for payment and pay for, promptly after the expiration of the offer, all shares of PictureTel common stock validly tendered and not properly withdrawn pursuant to the offer.

The Merger

    The merger agreement provides that Pharaoh Acquisition Corp. will be merged with and into PictureTel no later than the second business day following the satisfaction or waiver of the conditions set forth in the merger agreement unless the parties agree to another date. Under the terms of the merger agreement, at the effective time of the merger, each share of PictureTel common stock will be converted into the right to receive from Pharaoh Acquisition Corp. $3.11 in cash and 0.1177 of a share of Polycom common stock for each share of PictureTel common stock, the same per share consideration paid to holders of PictureTel common stock who exchanged their PictureTel shares in the offer. Notwithstanding the foregoing, the merger consideration will not be payable in respect of PictureTel shares held by PictureTel, Polycom or Pharaoh Acquisition Corp.

Effective Time of the Merger

    The merger will become effective upon the filing of a certificate of merger with the Secretary of State of Delaware or such later time as is agreed by PictureTel and Polycom and specified in the certificate of merger. The filing of the certificate of merger will take place as soon as practicable on or after the closing date of the merger.

PictureTel Board Of Directors

    Upon the acceptance for exchange of shares of PictureTel common stock pursuant to the offer, Polycom will be entitled to designate a number of directors of PictureTel, rounded up to the next whole number, that equals the product of;

•

the total number of directors on PictureTel's board of directors, giving effect to the election of additional directors, and



•

the percentage that the number of shares beneficially owned by Polycom and Pharaoh Acquisition Corp. bears to the total number of shares of PictureTel common stock outstanding.

    PictureTel shall use its best efforts to cause the individuals designated by Polycom to constitute the same percentage as is on the PictureTel board of directors of;

•

each committee of the PictureTel board of directors,



•

each board of directors of each subsidiary of PictureTel, subject to legal requirements and except to the extent described in the PictureTel schedule to the merger agreement, and



•

each committee of each such board of directors.

    Until the merger has become effective, PictureTel shall use commercially reasonable efforts to cause the board of directors to include at least two members who were directors of PictureTel prior to the consummation of the offer. The merger agreement provides that, prior to the effective time of the merger, the affirmative vote of a majority of the continuing PictureTel directors will be required for PictureTel to:

•

amend or terminate the merger agreement;



•

extend the time for performance of Polycom's or Pharaoh Acquisition Corp.'s obligations under the merger agreement; or

70

•

make any other determination with respect to any action to be taken or not taken by PictureTel relating to the merger agreement.

Treatment of PictureTel Stock Options and Warrants

    Immediately prior to the effective time of the merger, each outstanding option to purchase shares of PictureTel common stock and the PictureTel option plans under which they were issued, except for options issued under the 1998 Acquisition Stock Plan after May 24, 2001 and the 1998 Acquisition Stock Plan, shall terminate.

    Prior to the expiration of the offer, PictureTel has agreed to amend its 1998 Acquisition Stock Plan and form of option agreement thereunder to provide that with respect to the grants of PictureTel stock options after May 24, 2001, the exercisability of such grants shall not accelerate as a result of the transactions contemplated by the merger agreement, including the offer and the merger, and, in connection with the merger agreement, such grants will be assumed by Polycom. Prior to the expiration date, PictureTel shall make such grants in such numbers and pursuant to such terms and conditions as shall be directed by Polycom at least five (5) business days prior to the expiration date provided, however, that the exercise price of such grants shall be equal to the fair market value of PictureTel's common stock on the date of grant; and provided further, that the total number of shares of PictureTel common stock reserved for issuance as grants shall not exceed 5,500,000 shares. At the effective time of the merger, Polycom will assume such grants, and they will continue to have, and be subject to, the terms and conditions of such options immediately prior to the effective time of the merger except that each will be solely exercisable, or will become exercisable in accordance with its terms, for that number of whole shares of Polycom common stock equal to the product of the number of shares of PictureTel common stock that were issuable upon exercise of such grant immediately prior to the effective time of the merger multiplied by the option exchange ratio described below, rounded down to the nearest whole number of shares of Polycom common stock and the per share exercise price for the shares of Polycom common stock issuable upon exercise of such assumed grant will be equal to the quotient determined by dividing the exercise price per share of PictureTel common stock at which such grant was exercisable immediately prior to the effective time of the merger by the option exchange ratio described below, rounded up to the nearest whole cent.

    The option exchange ratio will be equal to the sum obtained by adding;

•

0.1177 of a share of Polycom common stock and



•

the quotient obtained by dividing $3.11 by the average closing sale price of one share of Polycom common stock as reported on Nasdaq for the five (5) consecutive trading days ending immediately prior to the effective time of the merger.

    At the effective time of the merger, each outstanding PictureTel warrant will become and represent, for each share of PictureTel common stock subject to a PictureTel warrant, the right to receive a unit consisting of $3.11 in cash and 0.1177 of a share of Polycom common stock, and shall have an exercise price per such unit equal to the exercise price of such PictureTel warrant per share of PictureTel common stock immediately prior to the effective time of the merger. After the effective time of the merger, each PictureTel warrant will be exercisable upon the same terms and conditions as were applicable to it immediately prior to the effective time.

    In the case of any holder of a PictureTel stock option, PictureTel and Polycom have agreed to take steps to enable the holder to exercise the option (including any portion thereof that first becomes exercisable in connection with the offer) on a basis that enables the holder effectively to tender in the offer the shares acquired upon exercise, and in the case of any such option that is not an incentive stock option, to permit the holder of the option, in his or her discretion, to tender the option (in lieu

71

of exercising it) and receive the per share consideration offered in the offer payable with respect to the number of shares for which the option was exercisable, net of the exercise price.

Treatment of Preference Stock

    On the date Pharaoh Acquisition Corp. first accepts for payment shares tendered pursuant to the offer, the holders of series B preference stock of PictureTel as of such date, to the extent that such shares shall not have previously been converted to common stock, shall be entitled to a payment equal to the purchase price each originally paid for the series B preference stock upon issuance of such stock together with, to the extent declared by PictureTel's board, cumulative but unpaid dividends thereon. PictureTel shall cause to be sent to each holder of series B preference stock this prospectus and related letter of transmittal as well as Polycom's Schedule TO and PictureTel's Schedule 14D-9 concurrently with, and in the same manner as, such are sent to the holders of PictureTel common stock. In addition, PictureTel shall cause to be sent to each holder of series B preference stock copies of any other documents filed with the SEC on a non-confidential basis promptly following the filing of such documents with the SEC.

Covenants and Representations and Warranties

Efforts

    The merger agreement provides that each of Polycom and PictureTel will use its best efforts to take all reasonable actions, and cause to be done all things reasonably necessary, to close the offer and the merger.

Conduct of Business

    PictureTel.  The merger agreement obligates PictureTel, until the first acceptance for exchange of shares of PictureTel common stock pursuant to the offer or termination of the merger agreement, to conduct its operations in the ordinary course of business and to use commercially reasonable efforts to preserve intact its present business, retain its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with whom it has significant business dealings. The merger agreement expressly restricts the ability of PictureTel to engage in certain material transactions without the prior written consent of Polycom, such as:

•

waive any stock repurchase rights, or change the terms of any existing option grants;



•

grant any severance benefits, or benefits triggered by a change of control or merger, to any officer or employee in addition to any such benefit that existed when the merger agreement was signed;



•

transfer or license any PictureTel intellectual property to any person or entity out of the ordinary course of business;



•

declare any dividends or other distributions on PictureTel capital stock, split, combine or reclassify any capital stock or authorize the issuance of any other securities;



•

purchase, redeem or otherwise acquire shares of PictureTel capital stock;



•

issue, deliver, sell, authorize, pledge or otherwise encumber or propose to encumber any share of PictureTel capital stock or any securities convertible into shares of PictureTel capital stock;



•

amend PictureTel's certificate of incorporation or bylaws or the certificate or incorporation or bylaws of any of if PictureTel's subsidiaries;

72

•

acquire any business or corporation or enter into any joint venture or strategic partnership or alliance;



•

sell, lease or otherwise dispose of any assets outside of the ordinary course of business;



•

amend or terminate any existing lease, license or any other agreement related to PictureTel's material assets, grant or create any restriction affecting any of PictureTel's owned or lease material property, transfer all or any portion of any material real property, or make any material change in the construction or condition of such property;



•

incur any indebtedness or issue or sell any debt securities;



•

adopt or amend any employee benefit plan, employee stock purchase or employee stock option plan, enter into any employment agreement or collective bargaining agreement other than in the ordinary course of business, pay any special bonus to any director or employee or increase the salaries as is required by law;



•

settle any material litigation or claims, liabilities or obligations other than in the ordinary course of business or release any person from or knowingly fail to enforce any confidentiality agreement to which PictureTel is a party;



•

terminate any material contract or waiver, release or assign any material rights or claims under such contracts;



•

revalue any assets or change any accounting practices, except as required by GAAP;



•

enter into any agreement requiring PictureTel or its subsidiaries to pay in excess of $250,000; or



•

make any tax election or change any accounting method what would be reasonably likely to adversely affect in any material respect the tax liability or attributes of PictureTel, settle any tax liability or consent to any extension or waiver of any tax limitation period.



•

changes to the terms of existing option grants, purchases and sales of assets or the sale or redemption of outstanding securities of PictureTel, without the prior written consent of Polycom.

    Polycom.  The merger agreement provides that until the earlier of the closing of the merger or the termination or the merger agreement, Polycom shall not without the written consent of PictureTel, declare any dividends or other distributions on Polycom capital stock, split, combine or reclassify any capital stock or authorize the issuance of any other securities unless the amount of stock to be received by PictureTel stockholders is appropriately adjusted.

No Solicitation of Alternative Transactions

    The merger agreement provides that, except in the circumstances described below, PictureTel will not, directly or indirectly:

•

solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal (as defined below);



•

participate in any discussions or negotiations regarding, or furnish to any person any information relating to PictureTel or any of its subsidiaries or afford access to the business, properties, assets, books or records of PictureTel or any of its subsidiaries to any person that has made, or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to, any Acquisition Proposal;



•

engage in discussions or negotiations with any person with respect to any Acquisition Proposal;



•

approve, endorse or recommend any Acquisition Proposal; or

73

•

enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Transaction (as defined below).

However, the merger agreement does provide that in response to an unsolicited Acquisition Proposal that did not result from a breach by PictureTel of its obligations not to solicit alternative transactions and following delivery to Polycom of notice of the Acquisition Proposal, PictureTel's board of directors may, subject to certain conditions:

•

engage or participate in discussions or negotiations with any third party that has made (and not withdrawn) a bona fide Acquisition Proposal that the PictureTel's board of directors reasonably concludes in good faith (after consultation with a financial advisor of nationally recognized reputation) constitutes a Superior Proposal (as defined below),



•

furnish to such third party nonpublic information relating to PictureTel or any of its subsidiaries pursuant to a confidentiality agreement with terms no less favorable to PictureTel than those contained in the confidentiality agreement between PictureTel and Polycom, and/or



•

following receipt of such an Acquisition Proposal, withhold, withdraw, amend or modify its recommendations and approve, endorse or recommend such Acquisition Proposal;

if, in each case,

•

the PictureTel board of directors determines in good faith (after consultation with its outside legal counsel) that it is necessary to take such action(s) in order to satisfy its fiduciary duties to PictureTel's stockholders under Delaware law,



•

at least three days prior to furnishing any such information to, or entering into any such discussions or negotiations with, such person or group, PictureTel gives Polycom written notice of the identity of such person or group and all of the material terms and conditions of such Acquisition Proposal and of PictureTel's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such person or group, and



•

contemporaneously with furnishing any such information to such person or group, PictureTel furnishes such information to Polycom.

    "Acquisition Transaction" means any offer or proposal by a third party relating to:

•

any acquisition or purchase from PictureTel by any person or group of more than 15% of the outstanding voting securities of PictureTel or any of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person or group beneficially owning 15% or more of the outstanding voting securities of PictureTel or any of its subsidiaries or any merger, consolidation, business combination or similar transaction involving PictureTel pursuant to which the stockholders of PictureTel immediately preceding that transaction would hold less than 85% of the equity interests in the surviving or resulting entity of that transaction;



•

any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition, or disposition of more than 15% of the consolidated assets of PictureTel; or



•

any liquidation or dissolution of PictureTel.

    "Acquisition Proposal" means any offer or proposal relating to an Acquisition Transaction.

    "Superior Proposal" means an Acquisition Proposal involving the acquisition of all of PictureTel's outstanding voting securities with respect to which PictureTel's board of directors has reasonably determined in good faith (after consultation with a financial advisor of a nationally recognized standing) taking into account, among other things, the legal, financial and regulatory aspects of such Acquisition Proposal and the party making such Acquisition Proposal, that the acquiring party is

74

capable of consummating the proposed Acquisition Transaction on the terms proposed, and which, if any cash consideration is involved, shall not be subject to any financing contingency, and that the proposed Acquisition Transaction would, if consummated, be more favorable to the PictureTel's stockholders (in their capacities as such), from a financial point of view, than the transactions contemplated by the merger agreement.

Antitrust Laws

    As soon as may be reasonably practicable, Polycom and PictureTel each shall make the filings required under any applicable antitrust laws in connection with the merger agreement and the transactions contemplated by the merger agreement. Polycom and PictureTel each shall cooperate and coordinate with one another in the making of such filings, supply the other with any information which may be required in order to effectuate such filings, and supply any additional information which reasonably may be required by the Federal Trade Commission, the Department of Justice or the competition or merger control authorities of any other governmental entity. Polycom shall not be required to agree to any divestiture by Polycom or PictureTel or any of Polycom's subsidiaries or affiliates of any assets, properties and stock, or the imposition of any limitation on the ability of Polycom or PictureTel or any of Polycom's subsidiaries or affiliates to conduct their businesses or to own or exercise control of their assets, properties and stock.

No Rights Plan Amendment

    Prior to the earlier of the termination of the merger agreement or the closing of the merger, PictureTel and the PictureTel board shall not amend or modify or take any other action with regard to the PictureTel rights plan in any manner or take another action so as to:

•

render the PictureTel rights plan inapplicable to any transaction(s) other than the offer, the merger and other transactions contemplated by this agreement and the PictureTel tender and voting agreements, or



•

permit any person or group (other than Polycom, Pharaoh Acquisition Corp. or any of their affiliates) who would otherwise be an acquiring person, as defined in the PictureTel rights plan, not to be an acquiring person, or



•

provide that a distribution date or a stock acquisition date, as such terms are defined in the PictureTel rights plan, or similar event does not occur as promptly as practicable by reason of the execution of any agreement or transaction other than this agreement and the PictureTel tender and voting agreements and the offer, the merger and the agreements and transactions contemplated hereby and thereby, or



•

except as specifically contemplated by this agreement, otherwise affect the rights of holders of rights.

Product Support Statement

    In connection with all press releases relating to the merger agreement or the offer, Polycom and PictureTel agreed to make public statements, to be communicated in writing by each party to their respective sales forces and others, that: Polycom's belief in the iPower PC architecture and PictureTel's belief in the Viewstation's architecture are significant factors in their decision to enter into the merger agreement as it rounds out their respective product lines allowing them to address increasing customer demand for a broad range of video communication products for the expanding IP and circuit-switched broadband networks and after the consummation of the offer and the merger, in addition to its Viewstation products, Polycom intends to sell and support PictureTel's iPower PC based products, and to develop next generation appliance and PC products that leverage the best of breed features and

75

functionality of the Viewstation and iPower PC platforms. In connection with all press releases relating to the merger agreement or the offer, both Polycom and PictureTel agreed to state their respective individual beliefs that appliance and PC based architectures are needed to exploit pent up demand. Polycom agreed that it will not issue press releases or make other public statements, or give instructions to its sales force, in contravention of the above obligations. Polycom and PictureTel acknowledged that the agreements regarding product support are an integral part of the transactions contemplated by the merger agreement.

Employee Benefits

    To the extent permitted by applicable law, we have agreed to give credit under all employee benefit plans, programs, policies and arrangements maintained by us or the surviving corporation (other than sabbatical benefits) to each employee of PictureTel or its subsidiaries for all service with PictureTel or its subsidiaries. In addition, Polycom will cause the surviving corporation to provide benefits (including health benefits, severance policies, 401(k) plans and general employment policies and procedures, subject to the terms and conditions of such plans) which are substantially comparable in the aggregate to benefits that are available to similarly situated employees of Polycom and its subsidiaries as of May 24, 2001, provided, however, that such insurance carriers, outside providers or the like are able to provide such benefits on terms reasonably acceptable to Polycom, and provided, further, that nothing shall prevent the surviving corporation or any of its subsidiaries from making any change required by applicable law, and provided, further, that it shall not result in any duplication of benefits.

    Employee Stock Purchase Plan.  PictureTel shall take steps necessary to terminate its employee stock purchase plan and 1999 Foreign Subsidiary Stock Purchase Plan on the earlier to occur of the expiration date of the offer or August 31, 2001. In the event the plans are terminated on the expiration date, the exercise date for outstanding purchase rights under the plans shall be accelerated to enable participants effectively to exercise and tender in the offer shares acquired upon exercise.

    Benefit Plans.  PictureTel shall terminate, effective as of the day immediately preceding the date PictureTel becomes a member of the same controlled group of corporations, as defined in Section 414(b) of the Internal Revenue Code of 1986, as amended, as Polycom, any and all 401(k) plans unless Polycom provides notice to PictureTel that such 401(k) plan(s) shall not be terminated. To the extent permitted by Polycom's applicable plan and otherwise practicable, Polycom shall take appropriate steps to enable continuing employees to roll over distributions from the terminated plans to a tax-qualified defined contribution plan or plans maintained by Polycom or an affiliate.

    To the extent permitted under applicable law, each employee of PictureTel or its subsidiaries shall be given credit for all service with PictureTel or its subsidiaries (or service credited by PictureTel or its subsidiaries) under all employee benefit plans, programs, policies and arrangements maintained by Polycom or the surviving corporation (other than sabbatical benefits, for which employees of PictureTel or its subsidiaries will not receive any such past service credit) in which they participate or in which they become participants for purposes of eligibility and vesting; provided, however, that no such credit shall be provided in any circumstance that would result in duplicative benefits, and provided, further, that such insurance carriers, outside providers or the like are able to honor such commitments or terms reasonably acceptable to Polycom.

Representations and Warranties

    Polycom and PictureTel each made a number of representations and warranties in the merger agreement regarding aspects of their respective businesses, financial condition, structure and other facts pertinent to the merger. Each of the companies made representations and warranties as to:

•

corporate organization and qualification to do business;

76

•

certificate of incorporation and bylaws;



•

capitalization;



•

authorization of the merger agreement by the respective companies;



•

the effect of the merger on obligations of the respective companies under applicable laws;



•

compliance with applicable laws and regulatory approvals required to complete the merger;



•

filings and reports with the Securities and Exchange Commission;



•

liabilities,



•

the use of brokers,



•

litigation; and



•

payments, if any, required to be made to brokers and agents on account of the merger.

    In addition, PictureTel made representations and warranties as to:

•

employee matters and benefit plans;



•

changes in PictureTel's business since March 31, 2001;



•

restrictions on certain business activities;



•

title to property;



•

intellectual property;



•

material agreements;



•

the opinion of PictureTel's financial advisor;



•

insurance;



•

taxes;



•

the applicability of state takeover laws to the offer and merger; and



•

approval by the board of directors.

    In addition, Polycom and Pharaoh Acquisition Corp. made representations and warranties as to:

•

the availability of funds to complete the offer;



•

Polycom's ownership of PictureTel's capital stock; and



•

the operations of Pharaoh Acquisition Corp.

Conditions of the Offer

    For a description of the conditions of the offer, see "The Offer—Conditions of the Offer" on page 56.

Conditions of the Merger

    The obligations of Polycom, Pharaoh Acquisition Corp. and PictureTel to consummate the merger are subject to the satisfaction of the following conditions, any of which may be waived in writing by both Polycom and PictureTel:

•

if required by Delaware law, the merger agreement shall have been approved and adopted by the holders of a majority of each class of PictureTel entitled to vote on the merger agreement

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and the merger in accordance with Delaware law and PictureTel's certificate of incorporation and bylaws;

•

Pharaoh Acquisition Corp. or Polycom shall have exchanged all shares of PictureTel common stock tendered pursuant to the offer;



•

no court or other governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of the merger;



•

the registration statement on Form S-4 relating to the merger, including any post-effective amendment thereto, shall have been declared effective under and no stop order suspending effectiveness shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Securities and Exchange Commission; and



•

the shares of Polycom common stock to be issued in the merger shall have been approved for listing on the Nasdaq, subject to official notice of issuance, or shall be exempt from such requirement under the then applicable laws, regulations and rules of the Nasdaq.

Termination of the Merger Agreement

Termination by Mutual Agreement

    The merger agreement may be terminated at any time prior to the effective time of the merger by mutual written agreement of Polycom and PictureTel.

Termination by Either Polycom or PictureTel

    The merger agreement may be terminated by either Polycom or PictureTel by giving notice of termination to the non-terminating party:

•

at a time prior to the effective time of the merger if:



•

the offer expires or terminates in accordance with the terms of the merger agreement without Polycom or Pharaoh Acquisition Corp. having accepted for exchange any shares of PictureTel common stock, except that Polycom will not be permitted to terminate the merger agreement for this reason if the offer expires or terminates as a result of a breach of the merger agreement by Polycom or Pharaoh Acquisition Corp.;



•

the offer has not been consummated on or before February 24, 2002, unless the failure to consummate the offer is principally caused by or results from the failure to fulfill any obligation under the merger agreement of the party seeking termination and such action or failure to act constitutes a breach of the merger agreement; or



•

there shall be any applicable law or regulation that makes consummation of the merger illegal or otherwise prohibited or any judgment, injunction, order or decree of any court or governmental body having competent jurisdiction enjoining PictureTel or Polycom from consummating the merger entered which is final and nonappealable; or



•

a material breach of a covenant has occurred, or an event has occurred or a circumstance has arisen that would reasonably be expected to have a material adverse effect on the non-terminating party, in either case that is not curable by the non-terminating party through the exercise of its commercially reasonable efforts; or

•

at any time prior to the acceptance for exchange by Pharaoh Acquisition Corp. of shares of PictureTel common stock pursuant to the offer, if the non-terminating party materially breaches

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any covenant or agreement contained in the merger agreement, or any representation or warranty of the non-terminating party contained in the merger agreement was when made or becomes untrue or inaccurate such that, overall, the untruths or inaccuracies would reasonably be expected to have a material adverse effect on the non-terminating party, if that untruth or inaccuracy has not been or is incapable of being cured by the non-terminating party within 30 days following receipt by the non-terminating party of written notice from the terminating party of the untruth or inaccuracy or breach or the non-terminating party ceases to exercise commercially reasonable efforts to cure such untruth or inaccuracy or breach.

Termination by Polycom

    Polycom can terminate the merger agreement at any time prior to the first acceptance of shares of PictureTel common stock in the offer by Polycom if:

•

the PictureTel board of directors, or any of its committees, approves or recommends to the PictureTel stockholders any Acquisition Proposal;



•

the PictureTel board of directors, or any of its committees, for any reason withholds, withdraws, amends or modifies its recommendation in favor of the offer, the adoption and approval of the merger agreement or the approval of the merger;



•

PictureTel fails to include the recommendation of the PictureTel board of directors described in the bullet point directly above in the Schedule 14D-9, the Schedule TO and this prospectus;



•

PictureTel enters into any letter of intent or similar document or any agreement, contract or commitment, other than a confidentiality agreement as permitted by the merger agreement, accepting any Acquisition Proposal;



•

a tender or exchange offer is commenced by a person unaffiliated with Polycom, and PictureTel does not send to its stockholders pursuant to certain rules under the Exchange Act, within 10 business days of the day that the offer is first published, sent or given, a statement that PictureTel recommends rejection of that tender or exchange offer and reaffirming the recommendations described in the second bullet point above; or



•

PictureTel breaches the provisions regarding nonsolicitation contained in the merger agreement in any material respect.

Termination by PictureTel

    PictureTel may terminate the merger agreement at any time prior to the first acceptance for exchange of shares of PictureTel common stock pursuant to the offer, to enter into a definitive agreement with respect to an Acquisition Proposal, provided that:

•

PictureTel is not in breach of its obligations under the conditions listed below and under the nonsolicitation provisions of the merger agreement and continues to comply with all such obligations in all respects;



•

the PictureTel board of directors has authorized, subject to complying with the terms of the merger agreement, PictureTel to enter into a definitive written agreement for a transaction that constitutes a Superior Proposal;



•

PictureTel notifies Polycom in writing that it has received a Superior Proposal and intends to enter into a definitive agreement with respect to that Superior Proposal, attaching the most current version of that agreement to the notice;



•

Polycom does not make, within three business days after receipt of PictureTel's written notice of its intention to enter into a definitive agreement for a Superior Proposal, an offer that the

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PictureTel board of directors in good faith reasonably determines, after consultation with a financial advisor of nationally recognized standing and its outside legal counsel, is at least as favorable to PictureTel's stockholders as such Superior Proposal;

•

during that period PictureTel has informed Polycom of the terms and conditions of such Superior Proposal, and the identity of the person making such Superior Proposal, with the intent of enabling both parties to agree to a modification of the terms and conditions of the merger agreement so that the transactions contemplated by the merger agreement may be effected;



•

prior to PictureTel's termination under these circumstances, PictureTel pays to Polycom the termination fee as described below under "—Termination Fee"; and



•

following such termination PictureTel enters into a definitive agreement to effect the Superior Proposal.

Termination Fee

    If the merger agreement is either terminated:

•

by Polycom or PictureTel prior to the effective date of the merger as described under the first or second bullets of the first paragraph of "—Termination of the Merger Agreement—Termination by Polycom or PictureTel" or as a result of a material adverse effect on PictureTel; or



•

by PictureTel as described under "—Termination of the Merger Agreement—Termination by PictureTel,"

then PictureTel shall be required to pay to Polycom a termination fee in an amount equal to $14,500,000 million in immediately available funds. However, if Polycom or PictureTel terminates the merger agreement as described in the first or second paragraph under "—Termination of the Merger Agreement—Termination by either Polycom or PictureTel" prior to which no event described under "—Termination of the Merger Agreement—Termination by Polycom" has occurred, then such payment shall be made only if, (i) after the date of the merger agreement and prior to the date of termination of the merger agreement any Acquisition Proposal has been publicly announced or has become publicly known and not withdrawn at least 5 business days prior to the termination by PictureTel, and (ii) within 9 months following termination of the merger agreement either a Company Acquisition occurs or PictureTel enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated. If a payment is required under the foregoing sentence, then PictureTel shall promptly pay to Polycom, no later than one day after the consummation of such Company Acquisition, $14,500,000 in immediately available funds.

    For purposes of the preceding paragraph, "Company Acquisition" means any of the following transactions, other than the transactions contemplated by the merger agreement:

•

a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving PictureTel pursuant to which the PictureTel stockholders immediately preceding that transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of the transaction;



•

a sale or other disposition by PictureTel of a business or assets representing 50% or more of the aggregate fair market value of PictureTel's business immediately prior to such sale consolidated net revenues, net income or assets of PictureTel immediately prior to such sale; or



•

the acquisition by any person or group, including by way of a tender offer or an exchange offer or issuance by PictureTel, directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of PictureTel.

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Extensions, Waivers and Amendments

    The merger agreement may be amended by a written instrument signed on behalf of Polycom and PictureTel at any time. The merger agreement provides that if Polycom designates directors of PictureTel, any amendment of the merger agreement, any termination of the merger agreement by PictureTel, any extension by PictureTel of the time for the performance of any of the obligations or other acts of Polycom or Pharaoh Acquisition Corp. under the merger agreement, waiver by PictureTel of any rights of PictureTel under the merger agreement or any other determination with respect to any action to be taken or not to be taken by PictureTel relating to the merger agreement, will require the concurrence of a majority of the PictureTel directors then in office who were not designated by Polycom.

    At any time prior to the effective time of the merger, any party to the merger agreement may, to the extent legally allowed and except as otherwise set forth in the merger agreement,

•

extend the time for the performance of any of the obligations or other acts of the other parties hereto,



•

waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and



•

waive compliance with any of the agreements or conditions for the benefit of such party contained herein.

    Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Delay in exercising any right under the merger agreement shall not constitute a waiver of such right.

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AGREEMENTS RELATED TO THE MERGER AGREEMENT

    This section of the prospectus describes agreements related to the merger agreement, including the PictureTel voting and tender agreements. While we believe that these descriptions cover the material terms of these agreements, these summaries may not contain all of the information that is important to you. These agreements are attached to this prospectus as part of Annex A, and we urge you to read them carefully.

PictureTel Voting and Tender Agreements

Parties

    As an inducement for Polycom and Pharaoh Acquisition Corp. to enter into the merger agreement, immediately prior to the signing of the merger agreement, PictureTel's directors and executive officers entered into voting and tender agreements with Polycom.

    The obligations of those stockholders under the voting and tender agreements cover, in the aggregate, 2,468,274 PictureTel shares (after giving effect to the exercise of all of their options with an exercise price not greater than $5.63 and conversion of their outstanding preference stock), which represented approximately 4.4% of the outstanding PictureTel shares as of June 8, 2001, (approximately 4.11% after giving effect to all options which will become exercisable if the transactions contemplated by the merger agreement are consummated and the conversion of all outstanding preference stock).

Agreement to Tender

    Each stockholder who signed a voting and tender agreement agreed to tender in the offer and not withdraw his or her shares.

Proxy

    Each stockholder who signed a voting and tender agreement granted Polycom or any nominee of Polycom a proxy to vote or grant a consent with respect to that stockholder's PictureTel shares:

•

in favor of the adoption and approval of the merger agreement and the merger and the other transactions contemplated by the merger agreement;



•

against the approval of any Acquisition Proposal;



•

against any merger, consolidation, business combination or sale of assets of PictureTel with any party other than Polycom;



•

against the reorganization, recapitalization, liquidation or winding up of PictureTel or any other extraordinary transaction involving PictureTel;



•

against the corporate action that would prevent or delay consummation of the offer, the merger or any other transaction contemplated by the merger agreement; or



•

against any other matters relating to the foregoing.

Termination

    All obligations under the voting and tender agreements terminate upon the earlier of;

•

the effective time of the merger, or



•

the termination of the merger agreement in accordance with its terms.

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Affiliate Agreements

    Each executive officer and director of PictureTel entered into an agreement with Polycom under which:

•

Such affiliate acknowledged that he, she or it was sole record and beneficial owner of the shares referenced therein; had no obligation to sell or deliver such shares to any party; and owned no other shares than such shares.



•

Such affiliate acknowledged that his, her or its shares of Polycom Common Stock issued in connection with the Offer or the Merger would be subject to the restrictions set forth in Rule 145 and, accordingly, such affiliate agreed not to sell, transfer or otherwise dispose of such Polycom Common Stock unless the sale, transfer or other disposition is made in compliance with the requirements of Rule 145(d), is made pursuant to an effective registration statement or an appropriate exemption, or is made in reliance upon a written opinion of counsel delivered to Polycom that such sale, transfer or disposition is otherwise exempt from registration.

Note Agreement and Related Documents

    In connection with the merger agreement, PictureTel and Polycom have entered into a note agreement. Under the terms of the note agreement, PictureTel issued to Polycom a Series A senior convertible note, referred to as the Series A Note, having an original principal amount of $6,600,000 and a Series B senior convertible note having an original principal amount of $34,900,000, referred to as the Series B Note. PictureTel has granted a security interest in favor of Polycom on substantially all of its assets to secure its obligations under the notes. PictureTel's obligations to Polycom under the notes are subordinated to the obligations of PictureTel to Congress Financial Corporation (New England) under the Loan and Security Agreement dated August 21, 2000.

    In addition, Polycom has obtained a letter of credit to back letters of credit issued by Congress Financial Corporation (New England) on behalf of PictureTel, or Back-up LC. The face amount of the letter of credit obtained by Polycom is $8,400,000 and the face amount declines over time as the letters of credit it is backing expire.

Notes

    The principal amount of each note is convertible into common stock of PictureTel at any time after the termination of the merger agreement and prior to the repayment in full of the principal amount of the note. The conversion rate is 222.22 shares of common stock for each $1,000 in principal amount of the note, except that if the transactions contemplated by the merger agreement are not completed for certain reasons, the conversion rate is 164.74 shares of common stock for each $1,000 in principal amount. The conversion rate is subject to adjustment from time to time upon the occurrence of the events described in the notes, including dividends and distributions, the issuance of options having an exercise price less than the current market price per share of PictureTel's common stock, subdivisions and combinations of PictureTel's common stock and other distributions to holders of PictureTel's common stock.

    Interest on each note may be paid in cash or in kind by issuing a note in substantially the form as the Series A Note or the Series B Note, as applicable, except that the payment in kind note is not convertible.

    The notes are subject to redemption at the election of PictureTel, in whole or in part, upon not less than 30 nor more than 60 days notice at a redemption price equal to 100% of the principal amount plus accrued interest. In addition, the holder of the notes may require PictureTel to repurchase them upon a change in control or the repurchase events described in the notes. The repurchase events arise from the termination of the merger agreement under specified circumstances.

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    Prior to the termination of the merger agreement, PictureTel has agreed to comply with the provisions of the merger agreement governing conduct by PictureTel of its business and operations. After the termination of the merger agreement and until the obligations under each note is paid in full, PictureTel must comply with covenants regarding:

•

maintenance of existence, good standing and foreign qualifications;



•

compliance with applicable statutes, regulations and orders;



•

payment of taxes;



•

maintenance of insurance;



•

delivery of financial statements;



•

restrictions on investments;



•

restrictions on dividends, distributions and redemptions on its equity securities; and



•

payments or distributions in cash to stockholders or affiliates outside the ordinary course of business.

    The notes contain the following events of default:

•

default in the payment of interest, or principal in the case of the Series B Note, when due and payable, and the continuance of such default for a period of 30 days;



•

default in the performance by PictureTel of its obligations in respect of the conversion of a note for a period of five days;



•

failure by PictureTel to give notice of a change in control;



•

default in the performance or breach of any covenant of PictureTel, other than the covenant to comply with the conduct of business provisions of the merger agreement, and the continuance of the default or breach for 45 days after notice is given to PictureTel;



•

default under any bond, debenture, note or other evidence of indebtedness for borrowed money by PictureTel with a principal amount then outstanding in excess of $1,000,000 constituting a failure to pay principal or otherwise resulting in the acceleration of the principal amount of the indebtedness, and the indebtedness is not discharged or the acceleration rescinded or annulled within 30 days after notice is given to PictureTel;



•

the entry of a decree or order with respect to PictureTel or any of its significant subsidiaries in respect of involuntary proceedings under bankruptcy, insolvency, reorganization or similar laws;



•

commencement by PictureTel or any of its significant subsidiaries of a voluntary case under bankruptcy, insolvency, reorganization or similar laws; or



•

the entry of one or more judgments, orders or decrees against PictureTel and/or its significant subsidiaries involving a liability of $500,000 or more in the aggregate and such judgment, order or decree is not vacated, discharged or stayed or bonded pending appeal within 30 days after its entry.

    Each note limits the ability of the holder to exercise its rights to require a repurchase of the note or to accelerate the obligations under the note to the extent that doing so causes the cash and cash equivalents of PictureTel to be less than its current liabilities, in each case determined on a consolidated basis. Further, each note provides that the holder will not join with other creditors to commence an involuntary case or proceeding against PictureTel under applicable bankruptcy, insolvency, reorganization or similar law.

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Series A Note

    The principal amount of the Series A Note is subject to increase from time to time to the extent of any draws on the Back-up LC obtained by Polycom, up to a maximum principal amount of $15,000,000. Interest accrues at the rate of 8% per annum and is payable quarterly. The principal amount of the Series A Note is due on June 15, 2003.

Series B Note

    The proceeds of the Series B Note are held in an account in which Polycom has a first priority security interest subject to no other liens. The note agreement permits PictureTel to withdraw funds from the account as follows:

•

up to $2,000,000 for the quarters ended June 30, 2001, September 30, 2001, December 31, 2001 and March 31, 2001, and up to $6,000,000 in the aggregate, based on PictureTel's net revenue, operating expenses and cash;



•

up to $9,000,000 if the offer is extended beyond February 24, 2002; and



•

the remaining balance in the account if the merger agreement is terminated in certain circumstances.

    Interest on the Series B Note is payable quarterly and accrues at the rate of 8% per annum, except to the extent funds are held in the account, interest accrues on the funds at a rate equal to the interest payable on the account. To the extent not automatically converted pursuant to the terms of the note, the principal of the Series B Note is payable in four quarterly installments, with the final installment due on May 31, 2005.

Registration Rights Agreement

    PictureTel has agreed to file a registration statement registering the resale of the common stock issuable upon conversion of the notes on or before September 12, 2001 and has agreed to use its commercial best efforts to cause the registration statement to be declared effective no later than the later of 90 days after the registration statement is initially filed or immediately after the termination of the merger agreement. If PictureTel does not continuously use its best efforts to cause the registration statement to be declared effective, additional interest will accrue on the notes as set forth in the registration rights agreement.

Voting Agreement

    Polycom has agreed that, after the termination of the merger agreement, the shares of PictureTel common stock underlying the notes will be voted proportionately with all other votes cast by PictureTel's stockholders on matters relating to the election of directors, mergers and dividends, stock issuances and charter amendments. The voting agreement also provides PictureTel with a right of first refusal on the sale of the notes and the shares of PictureTel common stock underlying the notes. This right of first refusal with respect to the shares of common stock terminates on the earlier of December 20, 2001 or 90 days after the registration statement registering the resale of the common stock issuable upon conversion of the notes is filed.

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UNAUDITED PRO FORMA CONDENSED
COMBINED CONSOLIDATED FINANCIAL STATEMENTS

    The following unaudited pro forma condensed combined consolidated financial statements have been prepared to give effect to the acquisition of PictureTel by Polycom using the purchase method of accounting. These pro forma condensed combined consolidated financial statements were prepared as if the acquisition had been completed as of January 1, 2000 for statement of operations purposes and as of March 31, 2001 for balance sheet purposes.

    The unaudited pro forma condensed combined consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or results of operations that would have actually been reported had the acquisition occurred at March 31, 2001 for balance sheet purposes and as of January 1, 2000 for statement of operations purposes, nor are they necessarily indicative of the future financial position or results of operations. The pro forma condensed combined consolidated financial statements include adjustments, which are based upon preliminary estimates, to reflect the allocation of purchase consideration to the acquired assets and liabilities of PictureTel, before any integration or restructuring adjustments. The final allocation of the purchase consideration will be determined after the completion of the acquisition and will be based on appraisals and a comprehensive final evaluation of the fair value of the tangible assets acquired, liabilities assumed, identifiable intangible assets and goodwill at the time of the acquisition as considered appropriate. The final determination of tangible and intangible assets may result in depreciation and amortization expenses that may be materially different from the preliminary estimates of these amounts. The pro forma adjustments are based upon information and assumptions available at the time of the filing of this prospectus. The unaudited pro forma condensed combined consolidated financial statements do not include the realization of cost savings from operating efficiencies, synergies or other restructurings that may result from the merger.

    These unaudited pro forma condensed combined consolidated financial statements are based upon the respective historical consolidated financial statements of Polycom (as restated to include the accounts and results of operations of Accord Networks, Ltd. acquired by Polycom on February 28, 2001, treated as a pooling of interests, see Form 8-K filed on June 15, 2001, incorporated herein by reference in this prospectus) and PictureTel and should be read in conjunction with the historical consolidated financial statements of Polycom (as restated) and PictureTel and related notes thereto, "Management's Discussion and Analysis of Financial Condition and Results of Operations of Polycom" (as restated) and "Management's Discussion and Analysis of Financial Condition and Results of Operations of PictureTel" contained in the reports and other information Polycom and PictureTel have on file with the Securities and Exchange Commission incorporated by reference in this prospectus.

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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

As of March 31, 2001

(in thousands)

									Pro Forma
			Polycom As Reported			PictureTel As Reported
									Adustments			Combined
Assets
Current assets:
	Cash and cash equivalents		$	153,854		$	34,302		$	(170,000	)(c)	$	34,356
										16,200	(d)
	Restricted cash and cash equivalents			—			8,400						8,400
	Short-term investments			84,241						(16,200	)(d)		68,041
	Trade receivables, net			68,857			32,427			8,300	(b)		107,584
										(2,000	)(e)
	Inventories			54,879			27,871			2,000	(b)		84,750
	Deferred taxes			24,864			—			34,000	(g)		58,864
	Non-trade receivables			10,986			—						10,986
	Prepaid expenses and other current assets			3,874			10,412						14,286
		Total current assets		401,555			113,412			(127,700	)		387,267
Fixed assets, net				21,447			16,701						38,148
Long-term investments				67,924			—						67,924
Other investments				10,146			—						10,146
Licenses				7,234			—						7,234
Noncurrent deferred taxes				2,811			—			80,000	(g)		82,811
Goodwill and other intangible assets				—			—			210,300	(f)		210,300
Deposits and other assets				2,951			1,956						4,907
		Total assets	$	514,068		$	132,069		$	162,600		$	808,737
Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity
Current liabilities:
	Accounts payable		$	29,909		$	17,558		$	(2,000	)(e)	$	45,467
	Accrued payroll and related benefits			5,567			5,000						10,567
	Accrued expenses			8,099			30,305						38,404
	Deferred revenue			9,275			19,202			(6,100	)(b)		22,377
	Short-term borrowings			—			566						566
	Taxes payable			18,354			—						18,354
	Other current liabilities			5,963			—			14,500	(a)		20,463
		Total current liabilities		77,167			72,631			6,400			156,198
Long-term liabilities				1,824			2,126						3,950
		Total liabilities		78,991			74,757			6,400			160,148
Commitments and contingencies
Redeemable convertible preferred stock				—			42,845			(42,845	)(c)		—
Stockholders' equity:
	Common stock			41			452			(449	)(c)		44
	Additional paid-in capital			386,560			245,816			(29,907	)(c)		602,469
	Unrealized gain on marketable securities			99			—						99
	Unearned stock-based compensation			(508	)		—						(508	)
	Accumulated earnings (deficit)			48,885			(229,180	)		229,180	(c)		46,485
										(2,400	)(f)
	Accumulated other comprehensive loss			—			(2,065	)		2,065	(c)		—
	Treasury stock			—			(556	)		556	(c)		—
		Total stockholders' equity		435,077			14,467			199,065			648,589
		Total liabilities, redeemable convertible preferred stock and stockholders' equity	$	514,068		$	132,069		$	162,600		$	808,737

The accompanying notes are an integral part of these unaudited pro forma condensed combined consolidated financial statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED
CONSOLIDATED STATEMENT OF OPERATIONS

For the Year ended December 31, 2000

(in thousands, except per share data)

									Pro Forma
			Polycom As Reported, As Restated			PictureTel As Reported
									Adjustments			Combined
Net revenues			$	373,554		$	245,149		$	(5,900	)(b)	$	612,803
Cost of net revenues				164,099			188,197			(5,900	)(b)		346,396
		Gross profit		209,455			56,952			—			266,407
Operating expenses:
	Sales and marketing			70,745			129,595			(68,800	)(d)		131,540
	Research and development			43,570			46,783						90,353
	General and administrative			20,702			—			68,800	(d)		89,502
	Acquisition-related costs			4,768			—						4,768
	Amortization of goodwill and other intangible assets			—			—			70,100	(a)		70,100
	Other non recurring expenses			10,533			—						10,533
		Total operating expenses		150,318			176,378			70,100			396,796
		Operating income (loss)		59,137			(119,426	)		(70,100	)		(130,389	)
Interest income (expense), net				8,419			(2,082	)		(4,900	)(e)		1,437
Other investments adjustment				(5,854	)		—						(5,854	)
Other income (expense), net				8			15,707						15,715
Income (loss) before provision for income taxes				61,710			(105,801	)		(75,000	)		(119,091	)
Provision for (benefit from) income taxes				24,247			1,170			(36,535	)(c)		(11,118	)
Preferred stock beneficial conversion				—			6,900						6,900
		Net income (loss) attributable to holders of common stock(1)	$	37,463		$	(113,871	)	$	(38,465	)	$	(114,873	)
Basic net income (loss) per share			$	0.50		$	(2.73	)				$	(1.41	)
Diluted net income (loss) per share			$	0.45		$	(2.73	)				$	(1.41	)
Weighted average shares outstanding for basic net income (loss) per share				75,264			41,739						81,692
Weighted average shares outstanding for diluted net income (loss) per share				83,828			41,739						81,692

The accompanying notes are an integral part of these unaudited pro forma condensed combined consolidated financial statements.

(1)

For presentation purposes the term net loss has been used when referring to this item throughout the pro forma financial information sections of this prospectus.

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UNAUDITED PRO FORMA CONDENSED COMBINED
CONSOLIDATED STATEMENT OF OPERATIONS

For the Quarter ended March 31, 2001

(in thousands, except per share data)

								Pro Forma
			Polycom As Reported		PictureTel As Reported
								Adjustments			Combined
Net revenues			$	96,217	$	49,605		$	(3,300	)(b)	$	142,522
Cost of net revenues				40,904		31,827			(3,800	)(b)		68,931
		Gross profit		55,313		17,778			500			73,591
Operating expenses:
	Sales and marketing			18,613		18,117			(6,600	)(d)		30,130
	Research and development			14,190		7,184						21,374
	General and administrative			4,755		—			6,600	(d)		11,355
	Acquisition-related costs			9,682		—						9,682
	Amortization of goodwill and other intangible assets			—		—			17,500	(a)		17,500
		Total operating expenses		47,240		25,301			17,500			90,041
		Operating income (loss)		8,073		(7,523	)		(17,000	)		(16,450	)
Interest income (expense), net				3,982		571			(2,200	)(e)		2,353
Other income (expense), net				65		(68	)					(3	)
Income (loss) before provision for income taxes				12,120		(7,020	)		(19,200	)		(14,100	)
Provision for (benefit from) income taxes				5,675		410			(2,924	)(c)		3,161
		Net income (loss)	$	6,445	$	(7,430	)	$	(16,276	)	$	(17,261	)
Basic net income (loss) per share			$	0.08	$	(0.17	)				$	(0.19	)
Diluted net income (loss) per share			$	0.08	$	(0.17	)				$	(0.19	)
Weighted average shares outstanding for basic net income (loss) per share				82,425		44,984						88,853
Weighted average shares outstanding for diluted net income (loss) per share				85,757		44,984						88,853

The accompanying notes are an integral part of these unaudited pro forma condensed combined consolidated financial statements.

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NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRO FORMA PRESENTATION

    On May 24, 2001 Polycom and PictureTel entered into an agreement under which Polycom will acquire PictureTel. Under the terms of the agreement, Polycom will acquire all of the outstanding shares of PictureTel common stock for a combination of 0.1177 shares of Polycom common stock and $3.11 in cash for each outstanding share of PictureTel common stock. Polycom expects to issue approximately 6.4 million shares of its common stock and approximately $179 million in cash for all of the outstanding shares of PictureTel common stock and assume PictureTel options exercisable for approximately 1.3 million shares of Polycom common stock. Completion of the acquisition is conditioned upon the receipt by Polycom of offers to tender a majority of PictureTel's diluted common stock, among other conditions. The actual number of shares of Polycom common stock, options and cash to be issued will be determined on the effective date of the acquisition based upon the number of shares of PictureTel common stock and options actually outstanding on such date. Polycom intends to account for the transaction as a purchase.

2.  PRELIMINARY PURCHASE PRICE

    The accompanying unaudited pro forma condensed combined consolidated financial statements reflect an estimated purchase price of approximately $393 million, consisting of cash and Polycom common stock to be issued valued using the average fair value of Polycom's outstanding common stock from May 22, 2001 to May 29, 2001, five trading days surrounding the date the acquisition agreement was announced, and the fair value of the options and warrant to be issued by Polycom in the acquisition, and other costs directly related to the acquisition as follows (in thousands):

Cash		$	179,400
Fair value of Polycom's common stock			181,000
Fair value of options and warrant assumed			25,600
Estimated acquisition related costs			7,000
	Total consideration	$	393,000

    The estimated purchase price excludes the impact, if any, of the Note Agreement entered into as part of the Merger Agreement.

    For purposes of computing the estimated fair value of the options and warrant assumed, the Black-Scholes pricing model was used with the following assumptions: fair value of Polycom's stock of $28.21, expected life of 5.5 years, risk free rate of 5.5%, expected dividend yield of 0% and volatility of 90%.

    The final purchase price is dependent on the actual number of shares of common stock exchanged, the actual number of options and warrant assumed, and actual acquisition related costs. The final

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purchase price will be determined upon completion of the acquisition. The preliminary purchase price allocation, which is subject to change based on Polycom's final analysis, is as follows (in thousands):

Tangible assets acquired		$	256,400
Liabilities assumed			(76,100	)
In-process research and development			2,400
Goodwill			193,300
Other intangible assets			17,000
	Total consideration	$	393,000

3.  PRO FORMA ADJUSTMENTS

Balance Sheet:

    The accompanying unaudited pro forma condensed combined consolidated balance sheet has been prepared as if the acquisition was completed on March 31, 2001 and reflects the following pro forma adjustments:

(a)

To record estimated direct acquisition costs of approximately $7 million to be incurred by Polycom and approximately $7.5 million of estimated transaction costs to be incurred by PictureTel.



(b)

To adjust the PictureTel deferred revenue, accounts receivables and inventory to estimated fair value.



(c)

To eliminate the historical stockholders' equity and redeemable convertible preferred stock of PictureTel, and record cash paid and Polycom shares issued in the acquisition.



(d)

To record sale of short-term investments for cash payment on purchase.



(e)

To eliminate intercompany receivable and payable balances.



(f)

To record in-process research and development, goodwill and other intangible assets resulting from the purchase.



(g)

To eliminate valuation allowances on PictureTel net operating loss carryforwards and other deferred tax assets.

Statement of Operations:

    The accompanying unaudited pro forma condensed combined consolidated statement of operations have been prepared as if the acquisition was completed as of January 1, 2000 and reflects the following pro forma adjustments:

(a)

To record the amortization of goodwill and other intangible assets resulting from the acquisition on a straight line basis. Goodwill and other intangibles are expected to be amortized over three years. A proposed FASB Statement of Financial Accounting Standards on Business Combinations would eliminate goodwill amortization. (See accounting treatment)



(b)

To eliminate intercompany transactions relating to the sale and purchase of products.

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(c)

To adjust provision for taxes applying Polycom's effective tax rate on pro forma combined loss before taxes.



(d)

To reclassify PictureTel general and administrative expenses from sales and marketing to conform to Polycom's financial statement presentation.



(e)

To eliminate interest income on cash and investment balances used in acquisition.

4.  UNAUDITED PRO FORMA COMBINED EARNINGS PER COMMON SHARE DATA

    Shares used to calculate unaudited pro forma combined net loss per share, were computed by adding 6.4 million shares assumed to be issued in exchange for the outstanding PictureTel shares to Polycom's basic weighted average shares outstanding. As the pro forma condensed combined consolidated statements of operations for all periods presented shows a combined net loss, weighted average basic and diluted shares are the same.

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COMPARISON OF RIGHTS OF HOLDERS OF PICTURETEL COMMON STOCK
AND POLYCOM COMMON STOCK

    This section of the prospectus describes certain differences between PictureTel common stock and Polycom common stock. While we believe that the description covers the material differences between the two, this summary may not contain all of the information that is important to PictureTel stockholders, including the complete text of the certificate of incorporation and bylaws of Polycom and the certificate of incorporation and bylaws of PictureTel. PictureTel stockholders should read this entire document and the other documents referred to carefully for a more complete understanding of the differences between PictureTel common stock and Polycom common stock.

    PictureTel's certificate of incorporation and bylaws currently govern the rights of stockholders of PictureTel. After the completion of the merger, PictureTel's stockholders will become stockholders of Polycom. As a result, former PictureTel stockholders' rights will be governed by Polycom's certificate of incorporation and bylaws. The following paragraphs summarize certain differences between the rights of Polycom stockholders and PictureTel stockholders under the certificate of incorporation and bylaws of Polycom and certificate of incorporation and bylaws of PictureTel.

Polycom Common Stock

    Subject to preferences that may be applicable to any class or series of capital stock with prior rights as to dividends that may be issued in the future, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. There are no redemption or sinking fund provisions available to the common stock. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, but must take actions at a duly called annual meeting or special meeting of stockholders. 175,000,000 shares of common stock, par value $0.0005 per share, are authorized and, as of June 7, 2001, there were 83,851,448 shares of common stock outstanding.

PictureTel Common Stock

    The holders of common stock are entitled to receive dividends on their shares of stock when and as declared by PictureTel's board of directors. The holders of common stock are entitled to one vote per share. 80,000,000 shares of common stock, $0.01 par value per share, are authorized, and as of June 8, 2001, there were 53,402,550 shares of common stock outstanding.

Polycom Preferred Stock

    Polycom's board of directors has the authority to issue up to 5,000,000 shares of preferred stock in one or more series, to fix the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of preferred stock, and to fix the number of shares constituting any series and the designations of such series, without any further vote or action by the stockholders. Such issued preferred stock could adversely affect the voting power and other rights of the holders of common stock. The issuance of preferred stock may also have the effect of delaying, deferring or preventing a change in control of Polycom. 5,000,000 shares of preferred stock, par value $.001 per share are authorized and, at present, there are no outstanding shares of preferred stock and Polycom has no present plans to issue preferred stock.

    On July 15, 1998, Polycom issued to holders of Polycom common stock, rights to purchase Polycom preferred stock pursuant to the Preferred Shares Rights Agreement of the same date between Polycom and Fleet Bank N.A., as rights agent, as amended March 2, 2001. Under the terms of the Preferred Shares Rights Agreement, the preferred stock purchase rights will become exercisable upon the occurrence of certain triggering events, including the acquisition by an acquiring person of 20% of the outstanding shares of Polycom Common Stock. The preferred stock purchase rights also entitle the

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stockholders to acquire stock of the acquiring person under certain circumstances. The existence of the stockholder rights plan may discourage or render more difficult an acquisition of Polycom that is deemed undesirable by Polycom's board of directors.

PictureTel Preferred Stock

    PictureTel's board of directors has the authority to issue up to 15,000,000 shares of preference stock in one or more series, to fix the designations, preferences, powers and rights of these series, without any vote of the stockholders. 4,500,000 shares of preference stock have been designated series A preference stock, par value $0.01 per share. As of June 8, 2001, no shares of series A preference stock were issued and outstanding. 9,000,000 shares of preference stock have been designated series B preference stock, par value $0.01 per share. As of June 8, 2001, 1,138,000 shares of series B preference stock were issued and outstanding.

PictureTel Junior Preference Stock

    See Item 8, "The Company Rights Agreement", of PictureTel's Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed to PictureTel stockholders together with this prospectus for more details on Junior Preference Stock.

Voting Rights

    Each share of Polycom capital stock has the right to one vote. Each share of PictureTel common stock has the right to one vote. Each share of junior preference stock has the right to one hundred votes, subject to adjustment, on all matters submitted to a vote of the stockholders, and shall vote together with the holders of Common Stock as one class. The holders of preference stock have no voting rights, except as otherwise provided by law.

Number of Directors

    The Polycom bylaws provide that the Polycom board shall consist of 7 directors. The PictureTel board consists of 5 directors.

Special Meetings of the Stockholders

    Under Section 211 of the DGCL, special meetings of stockholders may be called by the board of directors and by such other person or persons authorized to do so by the corporation's certificate of incorporation or bylaws.

    Under Polycom's bylaws, a special meeting of stockholders may be called by the President or by a majority of the board of directors.

    Under PictureTel's bylaws, a special meeting of stockholders may be called at any time by the chairman of the board, if any, the president, or by the board of directors.

Stockholder Action without a Meeting

    Under Section 228 of the DGCL, unless otherwise provided in the corporation's certificate of incorporation, any action required to be taken at a meeting of stockholders of a corporation may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by the minimum number of holders of outstanding stock necessary to take such action. Polycom's bylaws prohibit stockholders from taking any action without a meeting. PictureTel's certificate of incorporation and bylaws do not prohibit stockholders from taking an action without a meeting.

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Bylaw Amendments

    Section 109 of the DGCL provides that the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote. A corporation may, in its certificate of incorporation, confer such powers on the board of directors. Under the Polycom charter, the Polycom board is expressly authorized to adopt, amend, alter or repeal the bylaws of Polycom. The PictureTel bylaws provide that the bylaws may be adopted, amended or repealed by a vote of a majority of directors then in office or by vote of a majority of the stock outstanding and entitled to vote.

Polycom Stockholder Rights Plan

    On July 15, 1998, Polycom's board of directors declared a dividend of one preferred stock purchase right for each outstanding share of Polycom common stock to the stockholders of record on July 31, 1998. The preferred stock purchase rights are governed by the Preferred Shares Rights Agreement, dated as of July 15, 1998, and as amended March 2, 2001, between Polycom and Fleet Bank, N.A.

    Under the terms of the Preferred Shares Rights Agreement, the preferred stock purchase rights will become exercisable upon the occurrence of certain triggering events, including the acquisition by an acquiring person of 20% of the outstanding shares of Polycom common stock. The preferred stock purchase rights also entitle the stockholders to acquire stock of the acquiring person under certain circumstances. The existence of the stockholder rights plan may discourage or render more difficult an acquisition of Polycom that is deemed undesirable by Polycom's board of directors.

PictureTel Stockholder Rights Plan

    On March 25, 1992, PictureTel's board of directors declared a dividend of one junior preference stock purchase right for each outstanding share of PictureTel common stock to the stockholders of record on April 7, 1992. The junior preference stock purchase rights are governed by the Rights Agreement, dated as of March 25, 1992, and as amended January 13, 1995 and July 24, 2000, between PictureTel and Fleet National Bank.

    Under the terms of the rights agreement, the junior preference stock purchase rights will become exercisable upon the occurrence of certain triggering events, including the acquisition by an acquiring person of 15% of the outstanding shares of PictureTel common stock. The junior preference stock purchase rights also entitle the stockholders to acquire stock of the acquiring person under certain circumstances. The existence of the rights agreement may discourage or render more difficult an acquisition of PictureTel that is deemed undesirable by PictureTel's board of directors. PictureTel has amended this agreement so that it will not apply to the offer and merger.

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DESCRIPTION OF POLYCOM CAPITAL STOCK

Common Stock

    Subject to preferences that may be applicable to any class or series of capital stock with prior rights as to dividends that may be issued in the future, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. There are no redemption or sinking fund provisions available to the common stock. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, but must take actions at a duly called annual meeting or special meeting of stockholders.

Preferred Stock

    Polycom's board of directors has the authority to issue up to 5,000,000 shares of preferred stock in one or more series, to fix the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of preferred stock, and to fix the number of shares constituting any series and the designations of such series, without any further vote or action by the stockholders. Such issued preferred stock could adversely affect the voting power and other rights of the holders of common stock. The issuance of preferred stock may also have the effect of delaying, deferring or preventing a change in control of Polycom. At present, there are no outstanding shares of preferred stock and Polycom has no present plans to issue preferred stock other than in connection with the Preferred Share Rights Agreement, as discussed in the following paragraph.

    On July 15, 1998, Polycom issued to holders of Polycom common stock, rights to purchase Polycom preferred stock pursuant to the Preferred Share Rights Agreement of the same date between Polycom and Fleet Bank N.A., as rights agent, as amended March 2, 2001. Under the terms of the Preferred Shares Rights Agreement, the preferred stock purchase rights will become exercisable upon the occurrence of certain triggering events, including the acquisition by an acquiring person of 20% of the outstanding shares of Polycom common stock. The preferred stock purchase rights also entitle the stockholders to acquire stock of the acquiring person under certain circumstances. The existence of the stockholder rights plan may discourage or render more difficult an acquisition of Polycom that is deemed undesirable by Polycom's board of directors.

LEGAL OPINION

    The validity of the shares of Polycom common stock offered by this prospectus will be passed upon for Polycom by Wilson Sonsini Goodrich & Rosati, Professional Corporation.

EXPERTS

    The consolidated financial statements incorporated in this prospectus by reference to the audited historical consolidated financial statements for the year ended December 31, 2000 included on page F-1 of Exhibit 99.1 of Polycom, Inc.'s Form 8-K dated June 15, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

    The consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2000 of PictureTel Corporation have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to PictureTel's ability to continue as a going concern as described in Note 1 to the consolidated financial statements) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

    Polycom and PictureTel file annual, quarterly and special reports, proxy statements and other information with the SEC under the Exchange Act of 1934. Copies of these reports, proxy statements and other information may be inspected and copied at the following public reference facilities maintained by the SEC:

Public Reference Room
Judiciary Plaza
Room 1024
450 Fifth Street, N.W.
Washington, D.C. 20549 Midwest Regional Office
Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661 Northeast Regional Office
Seven World Trade Center
13th Floor
New York, New York 10048

    Copies of these materials can also be obtained by mail at prescribed rates from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy statements and other information regarding each of us. The address of the SEC website is http://www.sec.gov.

    Polycom has filed a registration statement on Form S-4 under the Securities Act with the SEC with respect to Polycom's common stock to be issued to PictureTel stockholders in the offer and the merger. This prospectus constitutes the prospectus of Polycom filed as part of the registration statement. This prospectus does not contain all of the information set forth in the registration statement because certain parts of the registration statement are omitted as provided by the rules and regulations of the SEC. In addition, we also filed with the SEC a statement on Form TO pursuant to Rule 14d-3 under the Exchange Act to furnish additional information about the offer. You may inspect and copy the Form S-4 and the Schedule TO at any of the addresses listed above.

Incorporation by Reference of Certain Reports, Proxy and Information Statements and Other Information

    The rules and regulations of the SEC allow Polycom and PictureTel to incorporate into this prospectus by reference certain reports, proxy and information statements and other information, which means that important information may be disclosed to you by referring you to another report, proxy or information statement or other information filed separately by Polycom or PictureTel with the SEC. The reports, proxy and information statements and other information incorporated into this prospectus by reference are deemed to be part of this prospectus, except for any information superseded by information contained in, or incorporated by reference into, this prospectus. This prospectus hereby incorporates by reference the reports, proxy and information statements and other information listed below, which have been previously filed by Polycom and PictureTel with the SEC. The following reports, proxy and information statements and other information contain information about Polycom and PictureTel and their respective financial condition, results of operations and business that are important to you, and we encourage you to read them carefully in connection with your review of this prospectus.

Polycom

    (1) Annual Report on Form 10-K, filed by Polycom with the Securities and Exchange Commission on March 12, 2001 to report results for its fiscal year ended December 31, 2000.

    (2) Quarterly Report on Form 10-Q, filed by Polycom with the Securities and Exchange Commission on May 16, 2001 to report results for its fiscal quarter ended April 1, 2001.

    (3) Definitive Proxy Statement on Schedule 14A, filed by Polycom with the Securities and Exchange Commission on April 17, 2001.

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    (4) Current Reports on Form 8-K, filed by Polycom with the Securities and Exchange Commission on January 30, 2001, March 12, 2001 and June 15, 2001.

    (5) Registration Statement on Form 8-A filed by Polycom with the Securities and Exchange Commission pursuant to Section 12 of the Exchange Act of 1934 on March 12, 1996, as amended on April 26, 1996, which contains a description of the terms, rights and provisions of Polycom Common Stock.

    (6) Registration Statement on Form 8-A filed by Polycom with the Securities and Exchange Commission pursuant to Section 12 of the Exchange Act of 1934 on July 22, 1998, as amended on March 2, 2001, which contains a description of the terms, rights and provisions of Polycom Series A Preferred Share Purchase Rights attached to and currently trading together with shares of Polycom Common Stock.

PictureTel

    (1) Annual Report on Form 10-K, filed by PictureTel with the Securities and Exchange Commission on April 17, 2001 to report results for its fiscal year ended December 31, 2000.

    (2) Quarterly Report on Form 10-Q, filed by PictureTel with the Securities and Exchange Commission on May 15, 2001 to report results for its fiscal quarter ended March 31, 2001.

    (3) Definitive Proxy Statement on Schedule 14A, filed by PictureTel with the Securities and Exchange Commission on April 27, 2001.

    (4) Reports on Form 8-K, filed by PictureTel with the Securities and Exchange Commission on February 7, 2001 and May 25, 2001.

    (5) Description of PictureTel's common stock contained in its Registration Statement on Form 8-A, filed April 24, 1985, as amended by Form 8-A/A filed July 31, 2000.

    All documents that Polycom and PictureTel file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 from the date of this prospectus to the last date that shares are accepted for exchange pursuant to the exchange offer or the merger, or the date that the exchange offer is terminated shall also be deemed to be incorporated by reference into this prospectus.

    Documents incorporated by reference are available from Polycom without charge upon request to:

Innisfree M&A Incorporated
59 Madison Avenue, 20th Floor
New York, NY 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll Free: (888) 750-5834

In order to ensure timely delivery, any request should be submitted no later than July 10, 2001. If you request any incorporated documents from Polycom, Polycom will mail them to you by first class mail, or another equally prompt means, within one business day after Polycom receives your request.

    Polycom has not authorized anyone to give any information or make any representation about the exchange offer or the merger that is different from, or in addition to, that contained in this prospectus or in any of the materials that Polycom has incorporated by reference into this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the exchange offer presented in this document does not extend to you. The

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information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

    The information contained in this document with respect to PictureTel was provided by PictureTel. The information contained in this document with respect to Polycom was provided by Polycom.

Trademarks

    This prospectus contains trademarks of Polycom and PictureTel as well as trademarks of other companies. Polycom and the Polycom logo are registered trademarks and ViewStation is a trademark of Polycom in the United States and various countries. PictureTel is a registered trademark and iPower is a trademark of PictureTel.

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SCHEDULE A

INFORMATION CONCERNING DIRECTORS AND
EXECUTIVE OFFICERS OF POLYCOM, INC. AND PHARAOH ACQUISITION CORP.

    1.  Directors and Executive Officers of Polycom.  The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Polycom. Each such person is a citizen of the United States, unless otherwise noted, and the business address of each such person is 1565 Barber Lane, Milpitas, California 95035.

Name and Business Address	Office(s)	Present Principal Occupation or Employment and Five-Year Employment History
Robert C. Hagerty	Chairman of the Board, President and Chief Executive Officer	Robert C. Hagerty joined Polycom in January 1997 as President and Chief Operating Officer and as a member of the Board of Directors. In July 1998, Mr. Hagerty was named Polycom's Chief Executive Officer. In March 2000, Mr. Hagerty was named Polycom's Chairman of the Board of Directors. Prior to joining Polycom, Mr. Hagerty served as President of Stylus Assets, Ltd., a developer of software and hardware products for fax, document management and Internet communications. He also held several key management positions with Logitech, Inc., including Operating Committee Member to the Office of the President, and Senior Vice President/General Manager of Logitech's retail division and worldwide operations. In addition, Mr. Hagerty's career history includes positions as Vice President, High Performance Products for Conner Peripherals, Director of Manufacturing Operations and General Manager for Signal Corporation, and Operations Manager for Digital Equipment Corporation.

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Michael R. Kourey	Senior Vice President, Finance and Administration, Chief Financial Officer, Secretary and Director	Michael R. Kourey has been a director of Polycom since January 1999. Mr. Kourey has served as Senior Vice President, Finance and Administration since January 1999 and as Chief Financial Officer of Polycom since January 1995. Mr. Kourey has served as the Secretary of Polycom since June 1993. He also served as Vice President, Finance and Administration from January 1995 to January 1999, as Vice President, Finance and Operations from July 1991 to January 1995 and as the Treasurer of Polycom from June 1993 to March 1997. Mr. Kourey currently serves on the Advisory Board of the Business School at Santa Clara University. Prior to joining Polycom, he was Vice President, Operations of Verilink Corporation.
Betsey S. Atkins	Director	Betsy S. Atkins has been a director of Polycom since April 1999. Ms. Atkins has been a private investor since August 1993. Ms. Atkins served as President and Chief Executive Officer of NCI, Inc. from 1990 to 1993. Ms. Atkins was a founder and director of Ascend Communications Corporation, and from 1989 to 1990, she was its Vice President of Marketing and Sales. Ms. Atkins is also a director of Lucent Technologies, Olympic Steel, Inc., Selectica Corporation, and a number of private companies.
John Seely Brown	Director	John Seely Brown has been a director of Polycom since August 1999. Mr. Brown has been the chief scientist at Xerox Corporation since 1992 and the chief innovation officer at 12 Entrepreneuring since June 2000. Mr. Brown was the director of Xerox's Palo Alto Research Center from 1990 to May 2000. In addition, Mr. Brown is a co-founder of the Institute for Research on Learning, a member of the National Academy of Education and a fellow of the American Association for Artificial Intelligence. Mr. Brown serves on the boards of Varian Medical Systems and Corning Incorporated.

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John A. Kelley	Director	John A. Kelley has been a director of Polycom since March 2000. Mr. Kelley served as Executive Vice President of Networks at Qwest Communications from August 2000 to December 2000. He served as President of Wholesale Markets for U S West from May 1998 to July 2000. From 1995 to April 1998, Mr. Kelley served as Vice President and General Manager of Large Business and Government Accounts and President of Federal Services for U S West. Prior to joining U S West, Mr. Kelley was the Area President for Mead Corporation's Zellerbach Southwest Business Unit and Vice President and General Manager for the Zellerbach Industrial Business Unit during 1991 to 1995. Mr. Kelley is also a director of AVT, Inc., HRZ, Inc., Colorado Women's Vision Foundation, and InRoads of Colorado.
Stanley J. Mersesman	Director	Stanley J. Meresman has been a director of Polycom since January 1995. Mr. Meresman has been a private investor since August 1997. Mr. Meresman served as the Senior Vice President, Finance and Chief Financial Officer of Silicon Graphics, Inc. from May 1989 to May 1997. Prior to joining Silicon Graphics, Mr. Meresman was Vice President, Finance and Administration, and Chief Financial Officer of Cypress Semiconductor Corporation. Mr. Meresman is also a director of GRIC Communications, Inc. and a number of private companies.
William A. Owens	Director	William A. Owens has been a director of Polycom since August 1999. Mr. Owens has been Co-Chief Executive Officer of Teledesic LLC, a satellite communications company, since February 1999 and Vice Chairman since 1998. He is also the Chairman and Chief Executive Officer of the affiliated Teledesic Holdings Ltd. From 1996 to 1998, Mr. Owens was President, Chief Operating Officer and Vice Chairman of Science Applications International Corporation (SAIC), an information technology systems integrator. From 1994 to 1996, he was Vice Chairman of the Joint Chiefs of Staff.

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    2.  Directors and Executive Officers of Pharaoh Acquisition Corp.  The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director and executive officer of Pharaoh Acquisition Corp. Each such person is a citizen of the United States, unless otherwise noted, and the business address of each such person is c/o Polycom, Inc., 1565 Barber Lane, Milpitas, California, 95035.

Name and Business Address	Office(s)	Present Principal Occupation or Employment and Five-Year Employment History
Michael R. Kourey	President, Chief Financial Officer and Secretary, Sole Director	Michael R. Kourey has been a director of Polycom since January 1999. Mr. Kourey has served as Senior Vice President, Finance and Administration since January 1999 and as Chief Financial Officer of Polycom since January 1995. Mr. Kourey has served as the Secretary of Polycom since June 1993. He also served as Vice President, Finance and Administration from January 1995 to January 1999, as Vice President, Finance and Operations from July 1991 to January 1995 and as the Treasurer of Polycom from June 1993 to March 1997. Mr. Kourey currently serves on the Advisory Board of the Business School at Santa Clara University. Prior to joining Polycom, he was Vice President, Operations of Verilink Corporation.
Mark Bertelsen c/o Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304	Assistant Secretary	Mark Bertelsen is a senior member of the law firm of Wilson Sonsini Goodrich & Rosati. He joined the firm in January of 1972 and became a member of the firm in January of 1977. He served as managing partner of the firm from 1991 to 1996. He currently serves on the firm's executive committee.

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ANNEX A

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

POLYCOM, INC.,

PHARAOH ACQUISITION CORP.

AND

PICTURETEL CORPORATION

TABLE OF CONTENTS

			Page
ARTICLE I THE OFFER			A-2
	1.1	The Offer	A-2
	1.2	Company Actions	A-4
	1.3	Boards of Directors and Committees; Section 14(f) of Exchange Act	A-5
ARTICLE II THE MERGER			A-6
	2.1	The Merger	A-6
	2.2	Effective Time; Closing	A-6
	2.3	Effect of the Merger	A-7
	2.4	Certificate of Incorporation; Bylaws	A-7
	2.5	Directors and Officers	A-7
	2.6	Effect on Capital Stock	A-7
	2.7	Exchange of Certificates	A-8
	2.8	No Further Ownership Rights in Company Common Stock	A-9
	2.9	Lost, Stolen or Destroyed Certificates	A-10
	2.10	Dissenting Shares	A-10
	2.11	Accounting Consequences	A-10
	2.12	Taking of Necessary Action; Further Action	A-10
ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY			A-11
	3.1	Organization and Qualification; Subsidiaries	A-11
	3.2	Certificate of Incorporation and Bylaws	A-11
	3.3	Capitalization	A-12
	3.4	Authority Relative to this Agreement	A-13
	3.5	No Conflict; Required Filings and Consents	A-14
	3.6	Compliance; Permits	A-14
	3.7	SEC Filings; Financial Statements	A-15
	3.8	No Undisclosed Liabilities	A-16
	3.9	Absence of Certain Changes or Events	A-16
	3.10	Absence of Litigation	A-17
	3.11	Employee Matters and Benefit Plans	A-17
	3.12	Restrictions on Business Activities	A-20
	3.13	Title to Property	A-21
	3.14	Taxes	A-22
	3.15	Brokers	A-23
	3.16	Intellectual Property	A-23
	3.17	Agreements, Contracts and Commitments	A-27
	3.18	Opinion of Financial Advisor	A-28
	3.19	Insurance	A-28
	3.20	State Takeover Statutes	A-28
	3.21	Board Approval	A-29
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			A-29
	4.1	Organization and Qualification; Subsidiaries	A-29
	4.2	Certificate of Incorporation and Bylaws	A-29
	4.3	Capitalization	A-29
	4.4	Authority Relative to this Agreement	A-30
	4.5	No Conflict; Required Filings and Consents	A-30
	4.6	SEC Filings; Financial Statements	A-31
	4.7	No Undisclosed Liabilities	A-31

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	4.8	Absence of Litigation	A-32
	4.9	Funds	A-32
	4.10	Share Ownership	A-32
	4.11	Merger Sub	A-32
	4.12	Compliance; Permits	A-32
	4.13	Brokers	A-32
ARTICLE V INTERIM CONDUCT			A-33
	5.1	Conduct of Business by Company	A-33
	5.2	Conduct of Business by Parent	A-35
ARTICLE VI ADDITIONAL AGREEMENTS			A-35
	6.1	Stockholder Approval; Preparation of Registration Statement and Proxy Statement/prospectus	A-35
	6.2	Stockholder Meeting	A-37
	6.3	Confidentiality; Access to Information	A-37
	6.4	No Solicitation	A-37
	6.5	Public Disclosure	A-39
	6.6	Best Efforts; Notification	A-40
	6.7	Third Party Consents	A-40
	6.8	Stock Options; ESPP; Warrants	A-41
	6.9	Employee Benefits	A-42
	6.10	Form S-8	A-43
	6.11	No Rights Plan Amendment	A-43
	6.12	Indemnification	A-43
	6.13	Regulatory Filings	A-44
	6.14	Disclosure Documents	A-44
	6.15	Inspection of Real Property	A-45
	6.16	Product Support Obligations	A-45
	6.17	Tax Planning Cooperation	A-45
	6.18	Company Affiliate Agreements	A-45
	6.19	Nasdaq Listing	A-46
	6.20	Assumption of Executive Officer Change in Control Agreements	A-46
	6.21	Preference Stock	A-46
	6.22	Convertible Note Financing	A-46
ARTICLE VII CONDITIONS TO THE MERGER			A-47
	7.1	Conditions	A-47
ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER			A-47
	8.1	Termination	A-47
	8.2	Notice of Termination; Effect of Termination	A-49
	8.3	Fees and Expenses	A-49
	8.4	Amendment	A-50
	8.5	Extension; Waiver	A-50
ARTICLE IX GENERAL PROVISIONS			A-51
	9.1	Non-Survival of Representations and Warranties	A-51
	9.2	Notices	A-51
	9.3	Interpretation; Knowledge	A-51
	9.4	Counterparts	A-52
	9.5	Entire Agreement; Third Party Beneficiaries	A-52
	9.6	Severability	A-53
	9.7	Other Remedies; Specific Performance	A-53
	9.8	Governing Law	A-53

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	9.9	Rules of Construction	A-53
	9.10	Assignment	A-53
	9.11	WAIVER OF JURY TRIAL	A-53
Annex 1		Conditions of the Offer	A-55
INDEX OF EXHIBITS
Exhibit 2		Form of Company Tender and Voting Agreement	A-57
Exhibit 3		Form of Company Affiliate Agreement	A-65

A–iv

AGREEMENT AND PLAN OF MERGER

    This AGREEMENT AND PLAN OF MERGER is made and entered into as of May 24, 2001, by and among Polycom, Inc., a Delaware corporation ("Parent"), Pharaoh Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and PictureTel Corporation, a Delaware corporation (the "Company").

RECITALS

    A.  The Boards of Directors of the Company, Parent and Merger Sub have each (i) determined that the Merger (as defined in Section 2.1) is advisable and fair to and in the best interests of their respective stockholders and (ii) approved the Merger upon the terms and subject to the conditions set forth in this Agreement;

    B.  In furtherance thereof, it is proposed that Merger Sub shall, as promptly as practicable, commence an exchange offer (the "Offer") to acquire all of the outstanding shares (the "Shares") of Company Common Stock (as defined in Section 2.6), at a price for each Share of (i) $3.11 in cash (such price, or such higher price per share in cash that may be made pursuant to the Offer, is referred to as the "Cash Portion"), and (ii) 0.1177 of a share of Common Stock, $0.0005 par value per share, of Parent (the "Parent Common Stock") of Parent (such fraction of a share, or such higher fraction of a share that may be made pursuant to the Offer, is referred to as the "Stock Portion") (such Cash Portion and Stock Portion being hereinafter referred to as the "Offer Price"), in accordance with the terms and subject to the conditions provided herein;

    C.  Also in furtherance thereof, it is proposed that, following the consummation of the Offer, Merger Sub will merge with and into the Company (the "Merger") and that the Shares not tendered and accepted pursuant to the Offer will thereupon be converted into the right to receive both cash and a fraction of a share of Parent Common Stock in the amounts set forth in Section 2.6(a) hereof;

    D.  Concurrently with the execution of this Agreement, as a condition and inducement to Parent's willingness to enter into this Agreement, (i) all executive officers and directors of Company and all of their respective affiliates and James Crabbe, in their capacity as stockholders, are entering into Tender and Voting Agreements in substantially the form attached hereto as Exhibit A (the "Company Tender and Voting Agreements"), (ii) the Company and certain individuals identified on Schedule D have entered into various forms of amended and restated Executive Officer Change in Control Agreements (all such Executive Officer Change in Control Agreements being referred to herein collectively as the "Executive Officer Change in Control Agreements"), (iii) the Company Affiliates (as defined in Section 6.18) are entering into Company Affiliate Agreements in substantially the form attached hereto as Exhibit B (the "Company Affiliate Agreements"), and (iv) Company and First National Bank of Boston have amended (the "Rights Plan Amendment") the Rights Agreement between Company and the First National Bank of Boston as Rights Agent dated March 25, 1992, as amended (the "Company Rights Plan"), to render the Rights thereunder inapplicable to the Offer, the Merger and the other transactions contemplated by this Agreement and the Company Tender and Voting Agreements; and

    E.  Following the execution of this Agreement, Company may issue to Parent a Senior Convertible Note—Series A and a Senior Convertible Note—Series B (collectively, the "Convertible Notes"), pursuant to a Note Agreement to be entered into between Company and Parent (the "Note Agreement").

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NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Company, Parent and Merger Sub hereby agree as follows:

ARTICLE I
THE OFFER

    1.1  The Offer.

    (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 8.1 and (ii) none of the events set forth in Annex A hereto that would entitle Parent and Merger Sub to fail to consummate the Offer shall have occurred and be continuing, as promptly as practicable, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act of 1934, as amended (the "Exchange Act")), the Offer for any and all of the Shares, at the Offer Price. The obligation of Merger Sub to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Shares tendered) shall be subject only to (i) the condition that at least a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon conversion of the Company's Series A Preference Stock and Series B Preference Stock and upon exercise of all vested Company Stock Options (as defined in Section 6.8(a)) and Company Warrants (as defined in Section 2.6(c)) and unvested Company Stock Options that are scheduled to vest (after giving effect to any acceleration that would occur as a result of the consummation of the transactions contemplated by this Agreement) prior to the End Date (as defined in Section 8.1, but excluding any Shares held by the Company or any of its subsidiaries and excluding any Shares issuable upon conversion of the Convertible Notes) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Annex A. Merger Sub expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing, no change may be made that (i) decreases the Offer Price or the Cash Portion or the Stock Portion thereof, (ii) changes the form or combination of consideration to be paid in the Offer, (iii) reduces the number of Shares to be purchased in the Offer, (iv) amends the conditions set forth in Annex A to broaden the scope of such conditions, add any additional conditions, or otherwise adversely affect the holders of Shares, (v) extends the Offer except as provided in Section 1.1(b), or (vi) amends or waives the Minimum Condition. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and Merger Sub and may be waived by Parent and Merger Sub, in whole or in part at any time and from time to time, in their sole discretion, other than the Minimum Condition, as to which prior written Company approval is required. The failure by Parent and Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the Company or any of its subsidiaries will be tendered in the Offer.

    (b) Subject to the terms and conditions thereof, the Offer shall expire at midnight, New York City time, on the date that is twenty (20) business days after the date the Offer is commenced; provided, however, that without the consent of the Company's Board of Directors (the "Company Board"), Merger Sub may (i) from time to time extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer; (iii) if the number of Shares tendered pursuant to the Offer is less than 90% of the outstanding Shares (on a fully-diluted basis) but at least 80% of the outstanding Shares (on a fully-diluted basis), extend the Offer for any reason on

A–2

one or more occasions for an aggregate period of not more than five (5) business days beyond the date on which the Minimum Condition is satisfied if on such date there shall not have been tendered (and not properly withdrawn) at least 90% of the outstanding Shares on a fully-diluted basis; or (iv) include a subsequent offering period (as such term is defined in Rule 14d-1 under the Exchange Act) to the Offer for a period up to twenty (20) business days. Parent and Merger Sub agree that, if any one or more of the conditions to the Offer set forth on Annex A are not satisfied and none of the events set forth in paragraphs (a) through (i) of Annex A that would permit Merger Sub not to accept tendered Shares for payment has occurred and is continuing at the time of any scheduled expiration date of the Offer, then, provided that such conditions are reasonably capable of being satisfied in Parent and Merger Sub's sole judgement, Merger Sub shall extend the Offer from time to time unless any such condition is no longer reasonably capable of being satisfied or any such event has occurred; provided, however, that in no event shall Merger Sub be required to extend the Offer beyond February 24, 2002. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment and pay for pursuant to the Offer, as promptly as practicable after the expiration of the Offer. No fraction of a share of Parent Common Stock will be issued in connection with the payment of the Stock Portion upon consummation of the Offer, but in lieu thereof each tendering stockholder who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) in the Offer shall receive from Parent an amount of cash (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying such fraction by the closing price of one (1) share of Parent Common Stock on the first date Merger Sub accepts Shares for exchange in the Offer, as reported on the Nasdaq National Market ("Nasdaq"). With respect to any such Shares the Cash Portion shall be net to the seller thereof in cash, subject to reduction only for any applicable federal back-up withholding or stock transfer taxes payable by such seller. Upon the issuance of any Parent Common Stock in the Offer, and consistent with, pursuant to and subject to Parent's existing Preferred Shares Rights Agreement, dated as of September 15, 1998 (as the same may be amended from time to time, the "Parent Rights Agreement"), between Parent and BankBoston N.A., as rights agent, one right issuable pursuant to the Parent Rights Agreement or any other right issued in substitution thereof (a "Parent Right") shall be issued together with and shall attach to each share of Parent Common Stock issued pursuant to the Offer, unless the Rights shall have expired or been redeemed prior to the date that such shares are accepted for payment pursuant to the Offer.

    (c) As soon as practicable after the date of this Agreement, Parent shall prepare and file with the SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the Offer (the "Registration Statement"). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act (the "Preliminary prospectus"). As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule TO") with respect to the Offer. The Schedule TO shall contain as an exhibit or incorporate by reference the Preliminary prospectus (or portions thereof) and forms of the related letter of transmittal and summary advertisement, if any. Parent and Merger Sub agree that they shall cause the Schedule TO, the Preliminary prospectus and all amendments or supplements thereto (which together constitute the "Offer Documents") to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other Legal Requirements (as defined in Section 3.3). Parent and Merger Sub further agree that the Offer Documents, on the date first published, sent or given to the Company's stockholders, shall not

A–3

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that the information provided by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Registration Statement or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment on the Schedule TO, the Registration Statement and the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub agree to provide in writing to the Company and its counsel with any comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments and shall provide Company and its counsel with a reasonable opportunity to participate in the response of Parent or Merger Sub to such comments.

    1.2  Company Actions.

    (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are advisable and fair to and in the best interests of the Company and its stockholders; (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects, which approval constitutes approval under Section 203 of Delaware Law such that the Offer, the Merger, this Agreement and the other transactions contemplated hereby and the Company Tender and Voting Agreement and the transactions contemplated thereby, are not and shall not be subject to any restriction pursuant to Section 203 of the Delaware General Corporation Law ("Delaware Law"); and (iii) unanimously resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Merger Sub and approve and adopt this Agreement and the Merger. To the extent that such recommendation is not withheld, withdrawn, amended or modified in accordance with Section 6.4 hereof, the Company consents to the inclusion of such recommendation and approval in the Offer Documents. In addition, Robertson Stephens, Inc. has delivered to the Company Board its opinion referred to in Section 3.18. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Merger Sub pursuant to the Offer.

    (b) The Company shall file with the SEC, concurrently with the filing of the Schedule TO, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule 14D-9") containing the recommendations and opinion described in Section 1.2(a) and shall cause the Schedule 14D-9 to be mailed to the stockholders of the Company, together with the Offer Documents, promptly after the commencement of the Offer; provided, that the Company Board may withhold, withdraw, amend or modify its recommendation and recommend a Superior Proposal in accordance with the

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terms of Section 6.4. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other Legal Requirements. The Company further agrees that the Schedule 14D-9, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in the Schedule 14D-9. Parent and Merger Sub agree that the information provided by them specifically in writing for inclusion or incorporation by reference in the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC. The Company agrees to provide in writing to Parent and its counsel any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments and shall provide Parent and Merger Sub and their counsel with a reasonable opportunity to participate in the response of Company to such comments.

    (c) In connection with the Offer, the Company shall, or shall cause its transfer agent, promptly following a request by Parent, to furnish Parent with such information, including updated lists of the stockholders of the Company, mailing labels and updated lists of security positions, and such assistance as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to any Legal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control.

    (d) Solely in connection with the tender and purchase of Shares pursuant to the Offer and the consummation of the Merger, the Company hereby waives any and all rights of first refusal it may have with respect to Shares owned by, or issuable to, any person, other than rights to repurchase unvested shares, if any, that may be held by persons pursuant to the grant of restricted stock purchase rights or following exercise of employee stock options.

    1.3  Boards of Directors and Committees; Section 14(f) of Exchange Act.

    (a) Effective upon the acceptance for payment by Merger Sub of Shares pursuant to the Offer (the "Appointment Date") and from time to time thereafter, if the Minimum Condition has been met, and subject to the second to last sentence of this Section 1.3(a), Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as will give Parent representation on the Company Board equal to the product of the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 1.3) and the percentage that such number of Shares so purchased bears to the total number of outstanding Shares, and the Company shall use its best

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efforts to, upon request by Parent, promptly, at the Company's election, either increase the size of the Company Board or secure the resignation of such number of directors as is necessary to enable Parent's designees to be elected to the Company Board and to cause Parent's designees to be so elected. At such times, and subject to the second to last sentence of this Section 1.3(a), the Company shall use its best efforts to cause the individuals designated by Parent to constitute the same percentage as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors of each subsidiary of the Company (subject to Legal Requirements and except to the extent described in Section 1.3(a) of the Company Schedule) and (iii) each committee of each such board of directors. Notwithstanding the foregoing, the Company shall use its commercially reasonable efforts to ensure that two of the members of the Company Board as of the date hereof (the "Continuing Directors") shall remain members of such Board until the Effective Time and who initially shall be Norman Gaut and David Levi. If a Continuing Director resigns from the Company Board, Parent, Merger Sub and the Company shall permit the remaining Continuing Director or Directors to appoint the resigning Director's successor who shall be deemed to be a Continuing Director.

    (b) The Company's obligation to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all action required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent shall promptly supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section and Rule.

    (c) Following the Appointment Date, if there shall be any Continuing Directors, any amendment of this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or any waiver of any of the Company's rights hereunder or any other determination with respect to any action to be taken or not to be taken by the Company relating to this Agreement, will require the concurrence of a majority of such Continuing Directors.

ARTICLE II
THE MERGER

    2.1  The Merger.  At the Effective Time (as defined in Section 2.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into Company (the "Merger"), the separate corporate existence of Merger Sub shall cease and Company shall continue as the surviving corporation. Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the "Surviving Corporation."

    2.2  Effective Time; Closing.  Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing this Agreement with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the "Merger Documents") (the time of such filing, or such later time as may be agreed in writing by Company and Parent and specified in the Merger Documents, being the "Effective Time") as soon as practicable on or after the Closing Date (as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and Plan of Reorganization and the Certificate of Merger. The closing of the Merger (the "Closing") shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VII, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date").

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    2.3  Effect of the Merger.  At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

    2.4  Certificate of Incorporation; Bylaws.

    (a) At the Effective Time, subject to the provisions of Section 6.12 hereof, the Certificate of Incorporation of Company shall be amended and restated in its entirety to be the same in substance as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time (except that the name of Company shall remain "PictureTel Corporation"), and such Certificate of Incorporation of Company, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with Delaware Law and such Certificate of Incorporation.

    (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

    2.5  Directors and Officers.  The initial directors of the Surviving Corporation shall be the directors of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified. The initial officers of the Surviving Corporation shall be the officers of Merger Sub immediately prior to the Effective Time, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly appointed.

    2.6  Effect on Capital Stock.  Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Company, or the holders of any of the following securities, the following shall occur:

    (a) Conversion of Company Common Stock. Each share of Common Stock, $0.01 par value per share, of Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares owned by Parent, Merger Sub or any other subsidiary of Parent or shares which are held by shareholders exercising dissenters' rights pursuant to Section 262 of the Delaware Law ("Dissenting Shares") will be canceled and extinguished and automatically converted into the right to receive (x) the Cash Portion in cash per Share, without any interest thereon and (y) a fraction of a share of Parent Common Stock equal to the Stock Portion (the Cash Portion and the Stock Portion, and cash in lieu of fractional shares as specified below, are collectively referred to as the "Merger Consideration") upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.7 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 2.9). Upon the issuance of any Parent Common Stock in the Merger, and consistent with, pursuant to and subject to the Parent Rights Agreement, one Parent Right shall be issued together with and shall attach to each share of Parent Common Stock issued pursuant to the terms and conditions of this Agreement, unless the Rights shall have expired or been redeemed prior to the Effective Time. Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.

    (b) Cancellation of Parent-Owned Stock. Each share of Company Common Stock held by Company or owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of

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Company or of Parent immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof.

    (c) Stock Options; Warrants; Employee Stock Purchase Plans. At the Effective Time: (i) all options to purchase Company Common Stock then outstanding under Company's Amended and Restated 1984 Stock Option Plan, 1989 Equity Incentive Plan, 1999 Equity Plan, 1998 Acquisition Stock Option Plan and Amended 1992 Non-Employee Directors' Stock Option Plan or other compensatory option plans or agreements, including option plans or agreements assumed by the Company pursuant to a merger or acquisition (the "Company Option Plans") shall be treated in accordance with Section 6.8 hereof; and (ii) all warrants to purchase shares of Company Common Stock then outstanding (collectively, the "Company Warrants") shall be treated as set forth in Section 6.8 hereof. Purchase rights outstanding under Company's Employee Stock Purchase Plan and 1999 Foreign Subsidiary Stock Purchase Plan (collectively, the "ESPP") shall be treated as set forth in Section 6.8 hereof.

    (d) Capital Stock of Merger Sub. Each share of Common Stock, $0.001 par value per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of capital stock of the Surviving Corporation.

    (e) Adjustments to the Stock Portion and the Cash Portion. The Stock Portion and the Cash Portion shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Company Common Stock occurring on or after the date hereof and prior to the Effective Time. The Stock Portion shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Parent Common Stock occurring on or after the date hereof and prior to the Effective Time.

    2.7  Exchange of Certificates.

    (a) Exchange Agent. Parent shall select a bank or trust company reasonably acceptable to Company to act as the exchange agent (the "Exchange Agent") in the Merger.

    (b) Parent to Provide Cash and Stock. Promptly after the Effective Time, Parent shall make available to the Exchange Agent, for payment in accordance with this Article II, (i) an amount in cash equal to the product of the Cash Portion and the number of Shares that are issued and outstanding at the Effective Time and (ii) a number of shares of Parent Common Stock representing the number of shares of Parent Common Stock equal to the product of the Stock Portion and the number of Shares outstanding at the Effective Time, and (iii) the cash amount payable in lieu of fractional shares in accordance with Section 2.7(f). Any portion of such cash and stock which remains undistributed to the holders of the Certificates for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article II shall thereafter look for payment of their claim, as general creditors thereof, only to Parent for their claim for the applicable Offer Price which such holders may be entitled.

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    (c) Payment Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in payment therefor an amount equal to the product of the Merger Consideration and the number of Shares represented by such Certificate, and the Certificate so surrendered shall be forthwith cancelled. In the event of a transfer of ownership of Shares that is not registered in the stock transfer books of Company, the proper amount of cash and Parent Common Stock may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate the Merger Consideration or establish to the satisfaction of Parent that such tax has been paid or is not applicable. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the cash payable upon the surrender of the Certificates. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration.

    (d) Required Withholding. Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under U.S. federal or state, local or foreign law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

    (e) No Liability. Notwithstanding anything to the contrary in this Section 2.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any party hereto shall be liable to a holder of shares of Parent Common Stock or Company Common Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

    (f)  Fractional Shares. No fraction of a share of Parent Common Stock will be issued in connection with the payment of the Stock Portion of the Merger Consideration, but in lieu thereof each holder of a Certificate who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) in the Merger shall receive from Parent an amount of cash (rounded to the nearest whole cent), without interest, equal to the product obtained by multiplying such fraction by the closing price of one (1) share of Parent Common Stock on the Effective Time, as reported on the Nasdaq.

    2.8  No Further Ownership Rights in Company Common Stock.  From and after the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration

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therefor upon the surrender thereof in accordance with Section 2.7 hereof. The Merger Consideration issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. There shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

    2.9  Lost, Stolen or Destroyed Certificates.  In the event that any Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration pursuant to Section 2.6; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance of such Merger Consideration and other distributions, require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Exchange Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

    2.10  Dissenting Shares.  (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the "Dissenting Shares") shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.7, of the certificate or certificates that formerly evidenced such Shares.

    (a) The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

    2.11  Accounting Consequences.  It is intended by the parties hereto that the Merger shall qualify as a purchase for accounting purposes.

    2.12  Taking of Necessary Action; Further Action.  If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Company and Merger Sub, the officers and directors of Company and Merger Sub will take all such lawful and necessary action.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF COMPANY

    Company represents and warrants to Parent and Merger Sub, subject to such exceptions as are disclosed in writing in the disclosure letter supplied by Company to Parent dated as of the date hereof (the "Company Schedule"), which disclosure shall provide an exception to or otherwise qualify the representations and warranties of Company contained in the section of this Agreement corresponding by number to such disclosure, as follows:

    3.1  Organization and Qualification; Subsidiaries.

    (a) Each of Company and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to do so would not, individually, or in the aggregate, have a Material Adverse Effect (as defined in Section 9.3 below) on Company. Each of Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Company. Company and its subsidiaries are and have been in compliance with the terms of the Approvals, except where the failure to be or have been in such compliance would not, individually or in the aggregate, result in a Material Adverse Effect on Company.

    (b) The Company's annual report on Form 10-K for the fiscal year ended December 31, 2000 lists each of Company's subsidiaries, the jurisdiction of incorporation of each such subsidiary, and Company's equity interest therein. Neither Company nor any of its subsidiaries has agreed nor is obligated to make nor is bound by any written or oral agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect (a "Contract") under which it may become obligated to make, any future investment in or capital contribution to any other entity. Other than Company's interests in its subsidiaries or except as set forth in Section 3.1(b) of the Company Schedule, neither Company nor any of its subsidiaries directly or indirectly owns any equity or similar interest in or any interest convertible, exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business, association or entity.

    (c) Company and each of its subsidiaries is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of their business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Company.

    3.2  Certificate of Incorporation and Bylaws.  Company has previously furnished to Parent a complete and correct copy of its Certificate of Incorporation and Bylaws as amended to date (together, the "Company Charter Documents"). Such Company Charter Documents and equivalent organizational documents of each of its subsidiaries are in full force and effect, Company is not in violation of any of the provisions of the Company Charter Documents, and no subsidiary of Company is in violation of its equivalent organizational documents except where the failure to be in full force or effect or the violation of any such equivalent organizational documents of a subsidiary of Company would not, individually or in the aggregate, have a Material Adverse Effect on Company.

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    3.3  Capitalization.

    (a) The authorized capital stock of Company consists of 80,000,000 shares of Company Common Stock, $0.01 par value per share and 15,000,000 shares of Preferred Stock, $0.01 par value per share, of which 4,500,000 shares have been designated as Series A Preference Stock, 9,000,000 have been designated as Series B Preference Stock, and 800,000 shares have been designated as Junior Preference Stock. As of the close of business on May 18, 2001: (i) 45,193,880 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable; (ii) 4,478,708 shares of Series A Preference Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable; (iii) 4,938,000 shares of Series B Preference Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable; (iv) 92,065 shares of Company Common Stock were held by the Company as treasury stock; (v) no shares of Company Common Stock were held by subsidiaries of Company; (vi) 1,194,555 shares of Company Common Stock were available for future issuance pursuant to the ESPP; (vii) 5,129,442 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock under the Company Option Plans; (viii) 465,000 shares of Company Common Stock were issued and outstanding or reserved for issuance upon the exercise of outstanding options to purchase Company Common Stock; (ix) 2,723 shares of Company Common Stock were reserved for issuance upon the exercise of outstanding Company Warrants; and (x) no shares of Junior Preference Stock, par value $0.01 per share, were outstanding. Prior to the date hereof, the holders of all of the issued and outstanding shares of the Company's Series A Preference Stock and not less than 86% of Series B Preference Stock have delivered a notice of conversion in respect of all such shares, and such notice of conversion is irrevocable. After giving effect to such notice of conversion, as of the close of business on May 18, 2001, there would have been 54,610,588 shares of Company Common Stock issued and outstanding, all of which were validly issued, fully paid and nonassessable, and no shares of Series A Preference Stock or Series B Preference Stock issued and outstanding. Other than pursuant to the exercise of outstanding stock options set forth on Section 3.3(a) of the Company Schedule and in connection with the conversion of the Series A Preference Stock and Series B Preference Stock, the Company has not issued any shares of capital stock between May 18, 2001 and the date hereof. Except in connection with transactions contemplated by the Note Agreement, other than as listed above, Company has no other securities authorized, reserved for issuance, issued or outstanding. Section 3.3(a) of the Company Schedule sets forth the following information with respect to each Company Stock Option (as defined in Section 6.8) outstanding as of the date of this Agreement: (i) the name and address of the optionee; (ii) the number of shares of Company Common Stock subject to such Company Stock Option; (iii) the exercise price of such Company Stock Option; (iv) the date on which such Company Stock Option was granted and (v) the date on which such Company Stock Option expires. The exercisability of each such Company Stock Option will be accelerated in full upon the acceptance by Merger Sub of Shares for payment pursuant to the Offer. Company has made available to Parent accurate and complete copies of all stock option plans pursuant to which Company has granted such Company Stock Options that are currently outstanding and the form of all stock option agreements evidencing such Company Stock Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.3(a) of the Company Schedule, there are no commitments or agreements of any character to which Company is bound obligating Company to accelerate the vesting of any Company Stock Option as a result of the Merger. All outstanding shares of Company Common Stock, all outstanding Company Stock Options, and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements (as defined below)

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and (ii) all requirements set forth in applicable Contracts in all material respects. For the purposes of this Agreement, "Legal Requirements" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined below). The Company has never declared dividends with respect to the Series A Preference Stock or the Series B Preference Stock.

    (b) Except for securities set forth in Schedule 3.3(b) of the Company Schedule, Company owns free and clear of all liens, pledges, hypothecations, charges, mortgages, security interests, encumbrances, claims, infringements, interferences, options, right of first refusals, preemptive rights, community property interests or restrictions of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset but other than restrictions imposed by federal or state securities laws) directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of subsidiaries of Company that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries (which shares or other interests do not materially affect Company's control of such subsidiaries), there are no equity securities, partnership interests or similar ownership interests of any class of equity security of any subsidiary of Company, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as set forth in Section 3.3(b) of Company Schedule or as set forth in Section 3.3(a) hereof, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Company or any of its subsidiaries is a party or by which it is bound obligating Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Company or any of its subsidiaries or obligating Company or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by the Convertible Notes, the Note Agreement and a registration rights agreement to be prepared in connection therewith in a form satisfactory to Parent (the "Registration Rights Agreement") or as set forth on Schedule 3.4 of the Company Schedule, there are no registration rights and there is, except for the Company Tender and Voting Agreements, no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which Company or any of its subsidiaries is a party or by which they are bound with respect to any equity security of any class of Company or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

    3.4  Authority Relative to this Agreement.  Company has all necessary corporate power and authority to execute and deliver this Agreement, the Note Agreement and the Convertible Notes and to perform its obligations hereunder and thereunder and, subject to obtaining the approval of the stockholders of Company of this Agreement and the Merger (if required), to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Note Agreement and the Convertible Notes by Company and the consummation by Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement, the Note Agreement and the Convertible Notes or to consummate the transactions contemplated hereby and thereby (other than the approval and adoption of this Agreement and the Merger by holders of a majority of the outstanding shares of Company

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Common Stock in accordance with Delaware Law and the Company Charter Documents, if required). This Agreement, the Note Agreement and the Convertible Notes have been duly and validly executed and delivered by Company and, assuming the due authorization, execution and delivery by Parent and/or Merger Sub, constitute legal and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor rights and for general equitable principles.

    3.5  No Conflict; Required Filings and Consents.

    (a) The execution and delivery of this Agreement by Company does not, and the performance of this Agreement by Company shall not, (i) violate the Company Charter Documents or the equivalent organizational documents of any of Company's subsidiaries, (ii) subject to obtaining the approval of Company's stockholders of this Agreement and the Merger (if required) and the consents, approvals, authorizations and permits, and making the filings and notifications, set forth in Section 3.5(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Company or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective properties are bound or affected.

    (b) The execution and delivery of this Agreement, the Note Agreement and the Convertible Notes by Company does not, and the performance of this Agreement, the Note Agreement and the Convertible Notes by Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act of 1934, as amended (the "Exchange Act"), state securities laws ("Blue Sky Laws"), the pre-merger notification requirements (the "HSR Approval") of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and the applicable requirements of antitrust or competition laws and regulations of foreign Governmental Entities ("Foreign Filings"), the rules and regulations of the Nasdaq, and the filing and recordation of the Agreement of Merger as required by Delaware Law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications (A) would not prevent consummation of the Merger or otherwise prevent the parties hereto from performing their respective obligations under this Agreement, the Note Agreement and the Convertible Notes, or (B) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company.

    3.6  Compliance; Permits

    (a)  Definitions.

     (i) "Hazardous Material" is any material or substance that is prohibited or regulated by any Environmental Law or that has been designated by any governmental authority to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment.

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    (ii) "Environmental Laws" are all applicable laws, rules, regulations, orders, treaties, statutes, and codes promulgated by any governmental authority which prohibit, regulate or control any Hazardous Material or any Hazardous Material activity, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Recovery and Conservation Act of 1976, the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials Transportation Act, the Clean Water Act, comparable laws, rules, regulations, ordinances, orders, treaties, statutes, and codes of other governmental authorities, the regulations promulgated pursuant to any of the foregoing, and all amendments and modifications of any of the foregoing, all as amended to date.

    (b) Neither Company nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule (including Environmental Laws), regulation, order, judgment or decree applicable to Company or any of its subsidiaries or by which its or any of their respective properties is bound, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective properties is bound, except for any conflicts, defaults or violations that (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect on the Company. No investigation or review by any governmental or regulatory body or authority is, to the knowledge of Company, pending or threatened against Company or its subsidiaries, nor has any governmental or regulatory body or authority indicated to Company or any of its subsidiaries an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

    (c) Neither Company nor any of its subsidiaries has (and no Hazardous Materials generated, stored or used by Company or any of its subsidiaries have been) disposed of, released, discharged or emitted any Hazardous Materials into the soil or groundwater at any properties owned or leased at any time by Company or any of its subsidiaries, or at any other property, or exposed any employee or other individual to any Hazardous Materials or any workplace or environmental condition in such a manner as would result in any liability or clean-up obligation of any kind or nature to Company or any of its subsidiaries. To the knowledge of Company, no Hazardous Materials are present in, on, or under any properties owned, leased or used at any time by Company or any of its subsidiaries, and no reasonable likelihood exists that any Hazardous Materials will come to be present in, on, or under any properties owned, leased or used at any time by Company or any of its subsidiaries, so as to give rise to any liability or clean-up obligation under any Environmental Laws.

    (d) Company and its subsidiaries hold all permits, licenses, variances, exemptions, orders, approvals and other authorizations from governmental authorities which are material to the operation of the business of Company and its subsidiaries taken as a whole (collectively, the "Company Permits"). Company and its subsidiaries have been and are in compliance in all material respects with the terms of the Company Permits and any conditions placed thereon.

    3.7  SEC Filings; Financial Statements.

    (a) Company has delivered or made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since December 31, 1999 (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed by Company with the SEC since such time. The Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and (ii) did not at the time they were filed (or, if

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such Company SEC Report was amended or superseded by another filing, then on the date of filing of such amendment or superceding filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Company's subsidiaries is required to file any reports or other documents with the SEC.

    (b) As of their respective dates, each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Company and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to the absence of footnotes and normal adjustments which (in addition to those noted therein) were not or are not expected to be material in amount.

    (c) Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed as of the date hereof with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act or any material agreements potentially required to be filed that have not been so filed.

    3.8  No Undisclosed Liabilities.  Neither Company nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations, assets or financial condition of Company and its subsidiaries taken as a whole, except (i) liabilities provided for in Company's balance sheet as of March 31, 2001 set forth in the Company SEC Reports or (ii) liabilities incurred since March 31, 2001 in the ordinary course of business, none of which is material to the business, results of operations or financial condition of Company and its subsidiaries, taken as a whole.

    3.9  Absence of Certain Changes or Events.  Except as set forth in this Agreement, since March 31, 2001, there has not been: (i) any Material Adverse Effect on Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Company of any of Company's capital stock or any other securities of Company or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Company's or any of its subsidiaries' capital stock, (iv) any granting by Company or any of its subsidiaries of any increase in compensation or fringe benefits, except for normal increases of cash or non-cash benefits compensation in the ordinary course of business consistent with past practice, or any payment by Company or any of its subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Company or any of its subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Company of the nature contemplated hereby, (v) entry by Company or any of its subsidiaries into any material licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 3.16) other than licenses in

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the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by Company with the SEC, (vi) any material change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (vii) any material revaluation by Company of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of Company other than in the ordinary course of business consistent with past practice.

    3.10  Absence of Litigation.  Except as specifically disclosed in the Company SEC Reports as of the date hereof, there are no material claims, actions, suits or proceedings pending or, to the knowledge of Company, threatened (or, to the knowledge of Company, any governmental or regulatory investigation pending or threatened) against Company or any of its subsidiaries or any properties or rights of Company or any of its subsidiaries, before any court, arbitrator or administrative, governmental or regulatory authority or body, domestic or foreign.

    3.11  Employee Matters and Benefit Plans.

    (a)  Definitions.  With the exception of the definition of "Affiliate" set forth in Section 3.11(a)(i) below (which definition shall apply only to this Section 3.11), for purposes of this Agreement, the following terms shall have the meanings set forth below:

     (i) "Affiliate" shall mean any other person or entity under common control with Company within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder;

    (ii) "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended;

    (iii) "Code" shall mean the Internal Revenue Code of 1986, as amended;

    (iv) "Company Employee Plan" shall mean any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by Company or any Affiliate for the benefit of any Employee, or with respect to which Company or any Affiliate has or may have any liability or obligation;

    (v) "DOL" shall mean the Department of Labor;

    (vi) "Employee" shall mean any current or former or retired employee, consultant or director of Company or any Affiliate;

   (vii) "Employment Agreement" shall mean each employment, severance, consulting, relocation, repatriation, expatriation, visas, work permit or other agreement or contract relating to provisions of services between the Company or any Affiliate and any Employee;

   (viii) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended;

    (ix) "FMLA" shall mean the Family Medical Leave Act of 1993, as amended;

    (x) "International Employee Plan" shall mean each Company Employee Plan that has been adopted or maintained by Company or any Affiliate, whether informally or formally, or

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with respect to which Company or any Affiliate will or may have any liability, for the benefit of Employees who perform services outside the United States;

    (xi) "IRS" shall mean the Internal Revenue Service;

   (xii) "Multiemployer Plan" shall mean any "Pension Plan" (as defined below) which is a "multiemployer plan," as defined in Section 3(37) of ERISA; and

   (xiii) "Pension Plan" shall mean each Company Employee Plan which is an "employee pension benefit plan," within the meaning of Section 3(2) of ERISA.

    (b)  Schedule.  Section 3.11(b) of the Company Schedule contains an accurate and complete list in all material respects of each Company Employee Plan, International Employee Plan, and each Employment Agreement. Company does not have any plan or commitment to establish any new Company Employee Plan, International Employee Plan, or Employment Agreement, to modify any Company Employee Plan or Employment Agreement (except to the extent required by law or to conform any such Company Employee Plan or Employment Agreement to the requirements of any applicable law, in each case as previously disclosed to Parent in writing, or as required by this Agreement), or to adopt or enter into any Company Employee Plan, International Employee Plan, or Employment Agreement. Section 3.11(b) of the Company Schedule contains a representation of the percentage of the Company's employee base which falls within each of the following categories: non-exempt employees, exempt employees and key employees; average employee salary in each such category; and average tenure in each such category. The Company represents and warrants that the foregoing information, as more fully reflected in Section 3.11(b) of the Company Schedule, is accurate and complete.

    (c)  Documents.  Company has provided to Parent correct and complete copies of: (i) all documents embodying each Company Employee Plan, International Employee Plan, and each Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) the most recent IRS determination letter, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to Company; (viii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (ix) all current model COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.

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    (d)  Employee Plan Compliance.  Except as set forth on Section 3.11(d) of the Company Schedule, (i) Company has performed in all material respects all obligations required to be performed by it under, is not in material default or violation of, and has no knowledge of any material default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each related trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or, to the knowledge of the Company, claims pending or threatened (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to Parent, Company or any of its Affiliates (other than benefits accrued to date and ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Company, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code.

    (e)  Pension Plan.  Neither Company nor any Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code.

    (f)  Collectively Bargained, Multiemployer and Multiple Employer Plans.  At no time within the six (6) year period ending on the date hereof, has the Company or any Affiliate contributed to or been obligated to contribute to any Multiemployer Plan or ever maintained, established, sponsored, participated in, or contributed to any multiple employer plan, or to any plan described in Section 413 of the Code.

    (g)  No Post-Employment Obligations.  Except as set forth in Section 3.11(g) of the Company Schedule, no Company Employee Plan provides, or reflects or represents any liability to provide retiree health insurance coverage to any person for any reason, except as may be required by COBRA or other applicable statute.

    (h)  Health Care Compliance.  Neither Company nor any Affiliate has, prior to the Effective Time and in any material respect, violated any of the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Health Insurance Portability and Accountability Act of 1996, the requirements of the Women's Health and Cancer Rights Act of 1998, the requirements of the Newborns' and Mothers' Health Protection Act of 1996, or any amendment to each such act, or any similar provisions of state law applicable to its Employees.

    (i)  Effect of Transaction.

     (i) Except as set forth in Section 3.11(i) of the Company Schedule, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either

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alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employment Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

    (ii) Except as set forth in Section 3.11(i) of the Company Schedule, no payment or benefit which will or may be made by Company or its Affiliates with respect to any Employee will be characterized as a "parachute payment," within the meaning of Section 280G(b)(2) of the Code.

    (j)  Employment Matters.  To the best of its knowledge and belief, Company: (i) is in material compliance in all respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). To the Company's knowledge, there are no pending, threatened or reasonably anticipated claims or actions against Company under any worker's compensation policy or long-term disability policy (other than routine claims for benefits).

    (k)  Labor.  No work stoppage or labor strike against Company is pending or, to the knowledge of Company, threatened. Company does not know of any activities or proceedings of any labor union to organize any Employees. Except as set forth in Section 3.11(k) of the Company Schedule, there are no actions, suits, claims, labor disputes or grievances pending, or, to the knowledge of Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in any material liability to Company. Neither Company nor any of its subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Except as set forth in Section 3.11(k) of the Company Schedule, Company is not presently, nor has it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by Company.

    (l)  International Employee Plan.  Except as set forth on Schedule 3.11(l), Company does not now, nor has it ever had the obligation to, maintain, establish, sponsor, participate in, or contribute to any International Employee Plan.

    3.12  Restrictions on Business Activities.  Except as set forth on Schedule 3.12 of the Company Schedule, there is no agreement, commitment, judgment, injunction, order or decree binding upon Company or its subsidiaries or to which Company or any of its subsidiaries is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any material business practice of Company or any of its subsidiaries, any material acquisition of property by Company or any of its subsidiaries or the conduct of business by Company or any of its subsidiaries as currently conducted.

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    3.13  Title to Property.

    (a) Neither Company nor any of its subsidiaries owns any material real property. Company and each of its subsidiaries have good and marketable title to all of their material owned properties and assets, free and clear of all liens, charges and encumbrances except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially interfere with the present use of the property affected thereby.

    (b) All leases (the "Leases") pursuant to which Company or any of its subsidiaries lease from others material real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default of Company or any of its subsidiaries or, to Company's knowledge, any other party (or any event which with notice or lapse of time, or both, would constitute a material default and in respect of which Company or subsidiary has not taken adequate steps to prevent such default from occurring).

    (c) Section 3.13 of the Company Schedule sets forth a list of all real property currently leased by Company, the landlord contact, the expiration date of the Lease and (as regards all Leases of more than 10,000 square feet of space) each amendment thereto, and, with respect to each Lease, the square footage of the premises leased thereunder and the aggregate monthly rental payable thereunder. Company has provided Parent with true, complete and correct copies of each Lease of more than 10,000 square feet of space; no term or condition of any such Lease has been modified, amended or waived except as shown in such copies; each such Lease constitutes the entire agreement of the landlord and the tenant thereunder; and there are no other agreements or arrangements whatsoever relating to Company's use or occupancy of any of the premises described in such Leases. Company has not transferred or assigned any interest in any Lease, nor has Company subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person or entity, except as shown in Section 3.13 of the Company Schedule.

    (d) As of the date of this Agreement, to the knowledge of Company, the landlord under each Lease has complied with all of the requirements, conditions, representations, warranties and covenants of the landlord thereunder, including, without limitation, the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Leases.

    (e) Company has not received any notice from any insurance company of any defects or inadequacies in any leased property or any part thereof which could materially and adversely affect the insurability of such leased property or the premiums for the insurance thereof. No notice has been given by any insurance company which has issued a policy with respect to any portion of any leased property or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made. To Company's knowledge, there exist no structural, soil or other conditions with respect to any leased property that could increase the probability of material damage to any leased property as a result of earthquake or other seismic activity.

    (f)  To the Company's knowledge, no law, ordinance, regulation or restriction is, or as of the Closing Date will be, violated by the continued occupancy, maintenance, operation or use of the leased properties in their present manner. To Company's knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any leased property to make any expenditure in excess of $25,000 to modify or improve such leased property to bring it into compliance therewith.

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    (g) There is no pending or, to Company's knowledge, threatened condemnation or similar proceeding affecting any leased property or any portion thereof, and Company has no knowledge that any such action is currently contemplated. There are no material legal actions, suits or other legal or administrative proceedings pending or threatened against Company, or, to Company's knowledge, against third parties affecting any leased property, and Company is not aware of any facts which might result in any such action, suit or proceeding. All material plants, structures and equipment of Company and its subsidiaries are in good operating condition and repair in all material respects.

    For purposes of this Section 3.13, the Company's knowledge shall be deemed to include the knowledge of the Company's management personnel responsible for the Company's facilities and property.

    3.14  Taxes.

    (a)  Definition of Taxes.  For purposes of this Agreement, (i) "Tax" or, collectively, "Taxes", means (i) any and all federal, state, local and foreign taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being or ceasing to be a member of an affiliated, consolidated, combined or unitary group for any period (including, without limitation, any liability under Treas. Reg. Section 1.1502-6 or any comparable provision of foreign, state or local law); and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of any obligations under any agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor entity.

    (b)  Tax Returns and Audits.

     (i) The Company and each of its subsidiaries have timely filed all federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to Taxes required to be filed by the Company and each of its subsidiaries with any Tax authority, except such Returns which are not material to the Company. All such Returns were correct and complete in all material respects. The Company and each of its subsidiaries have paid all Taxes shown to be due on such Returns.

    (ii) The Company and each of its subsidiaries has withheld with respect to its employees, independent contractors, creditors, stockholders, and all other third parties all federal and state income taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act and other Taxes required to be withheld and have timely paid over to the proper governmental authorities all amounts required to be withheld and paid over under all applicable laws.

    (iii) Neither the Company nor any of its subsidiaries has executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

    (iv) To the knowledge of the Company, no audit or other examination of any Return of the Company or any of its subsidiaries by any Tax authority is presently in progress, nor has the Company or any of its subsidiaries been notified in writing of any request for such an audit or other examination.

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    (v) No material adjustment relating to any Returns filed by the Company or any of its subsidiaries (and no claim by a Tax authority in a jurisdiction in which the Company or any of its subsidiaries does not file Returns that the Company or any of its subsidiaries may be subject to taxation by such jurisdiction) has been proposed in writing formally or informally by any Tax authority to the Company or any of its subsidiaries.

    (vi) Neither the Company nor any of its subsidiaries has any liability for any unpaid Taxes which has not been accrued for or reserved on the Company Balance Sheet in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid Taxes that may have accrued since March 31, 2001 in connection with the operation of the business of the Company and its subsidiaries in the ordinary course.

   (vii) There is no contract, agreement, plan or arrangement to which the Company or any of its subsidiaries is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Company or any of its subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 404 or 162(m) of the Code. There is no contract, agreement, plan or arrangement to which the Company is a party or by which it is bound to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code.

   (viii) Neither the Company nor any of its subsidiaries has filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by the Company or any of its subsidiaries.

    (ix) Neither the Company nor any of its subsidiaries (i) has ever been a member of an affiliated group filing a consolidated federal income Tax Return (other than a consolidated group the common parent of which is the Company), (ii) is a party to any Tax sharing or Tax allocation agreement, arrangement or understanding, (iii) is liable for the Taxes of any other person (other than any of the Company and its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, or (iv) is a party to any joint venture, partnership or, to the knowledge of the Company, any other arrangement that could be treated as a partnership for income Tax purposes.

    (x) Neither the Company nor any of its subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Offer and the Merger.

    3.15  Brokers.  Except for fees payable to Robertson Stephens, Inc. pursuant to an engagement letter, a true and correct copy of which has been provided to Parent, Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders fees or agent's commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

    3.16  Intellectual Property.  For the purposes of this Agreement, the following terms have the following definitions:

"Intellectual Property" shall mean any or all of the following and all worldwide common law and statutory rights in, arising out of, or associated therewith: (i) U.S. and foreign patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof ("Patents"); (ii) inventions (whether patentable or not), invention

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disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) copyrights, copyrights registrations and applications therefor, and all other rights corresponding thereto throughout the world; (iv) domain names, uniform resource locators ("URLs"), other names and locators associated with the Internet, and applications or registrations therefor ("Domain Names"); (v) industrial designs and any registrations and applications therefor; (vi) trade names, logos, common law trademarks and service marks, trademark and service mark registrations, related goodwill and applications therefor throughout the world; (vii) all databases and data collections and all rights therein; (viii) all moral and economic rights of authors and inventors, however denominated, (ix) any works of authorship, including, without limitation, computer programs, source code, executable code, whether embodied in software, firmware or otherwise, documentation, designs, files, records, data and mask works; and (x) any similar or equivalent rights to any of the foregoing (as applicable).

"Company Intellectual Property" shall mean any Intellectual Property that is owned by, or exclusively licensed to, Company and it subsidiaries.

"Registered Intellectual Property" means all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any private, state, government or other legal authority.

"Company Registered Intellectual Property" means all of the Registered Intellectual Property owned by, or filed in the name of, Company or any of its subsidiaries.

    (a) Section 3.16(a) of the Company Schedule is a complete and accurate list of all Company Registered Intellectual Property and specifies, where applicable, the jurisdictions in which each such item of Company Registered Intellectual Property has been issued or registered, the filing date, and the current status of each such item of Company Registered Intellectual Property.

    (b) No Company Intellectual Property or product or service offering of Company or any of its subsidiaries (a "Company Product") is subject to any proceeding or outstanding decree, order, judgment, or stipulation restricting in any manner, or any contract, license, or agreement, restricting in any material manner the use, transfer, or licensing thereof by Company or any of its subsidiaries, or which may affect the validity, use or enforceability of such Company Intellectual Property or Company Product, except as identified in the Company Schedule.

    (c) Each item of Company Registered Intellectual Property is valid and subsisting, all necessary registration, maintenance and renewal fees currently due in connection with such Company Registered Intellectual Property have been made and all necessary documents, recordations and certificates in connection with such Company Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Company Registered Intellectual Property, except where such Company Registered Intellectual Property has been intentionally abandoned by the Company, as reflected in section 3.16(a) of the Company Schedule.

    (d) Company owns and has good and exclusive title to, each item of Company Intellectual Property owned by it free and clear of any lien or encumbrance (excluding non-exclusive licenses and related restrictions granted in the ordinary course). Without limiting the foregoing: (i) Company is the exclusive owner of all trademarks and trade names used in connection with the operation or conduct of the business of Company and its subsidiaries, including the sale, distribution or provision of any Company Products by Company or its subsidiaries; (ii) Company owns exclusively, and has good title to, all copyrighted works that are Company Products or services or which Company or any of its subsidiaries otherwise purports to own; and (iii) to the

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extent that any Patents would be infringed by any Company Products, Company is the exclusive owner of such Patents, or has secured appropriate rights through license or other agreement.

    (e) Any agreements between Company and third parties for the development or manufacture of a Company product shall permit Company to continue the development or manufacture of any such product notwithstanding any termination or expiration of such agreement(s), without the payment of any additional royalty, fee or other payment to any such third party.

    (f)  Company knows of no information, materials, facts, or circumstances, including any information or fact that would constitute prior art, that would render any of the Company Registered Intellectual Property invalid or unenforceable, or would adversely affect any pending application for any Company Registered Intellectual Property and the Company has not misrepresented, or knowingly failed to disclose, any facts or circumstances in any application for any Company Registered Intellectual Property that would constitute fraud or a misrepresentation with respect to such application or that would otherwise affect the validity or enforceability of any Company Registered Intellectual Property.

    (g) To the extent that any technology, software or Intellectual Property has been developed or created independently or jointly by a third party or employee for Company or any of its subsidiaries or is incorporated into any of the Company Products, Company has a written agreement with such third party or employee with respect thereto and Company thereby either (i) has obtained ownership of, and is the exclusive owner of, or (ii) has obtained a perpetual, non-terminable license (sufficient for the conduct of its business as currently conducted and as proposed to be conducted) to all such third party's Intellectual Property in such work, material or invention by operation of law or by valid assignment.

    (h) Neither Company nor any of its subsidiaries has transferred ownership of any Intellectual Property that is Company Intellectual Property, to any third party or subsidiary (other than a wholly-owned subsidiary), or knowingly permitted Company's rights in such Company Intellectual Property to lapse or enter the public domain, except as noted in the Company Schedule.

    (i)  Section 3.16(h) of the Company Schedule lists all material contracts, licenses and agreements to which Company or any of its subsidiaries is a party: (i) with respect to Company Intellectual Property licensed or transferred to any third party (other than end-user licenses in the ordinary course); or (ii) pursuant to which a third party has licensed or transferred any material Intellectual Property to Company.

    (j)  All material contracts, licenses and agreements relating to either (i) Company Intellectual Property or (ii) Intellectual Property of a third party licensed to Company or any of its subsidiaries, including, without limitation, third party licenses to Company relating to or in any way permitting Company Products, services or Company Intellectual Property to interoperate with other products, systems or standards, are in full force and effect. The consummation of the transactions contemplated by this Agreement will neither violate nor result in the breach, modification, cancellation, termination or suspension of such contracts, licenses and agreements. Each of Company and its subsidiaries is in material compliance with, and has not materially breached any term of any such contracts, licenses and agreements and, to the knowledge of Company, all other parties to such contracts, licenses and agreements are in compliance with, and have not materially breached any term of, such contracts, licenses and agreements. Following the Closing Date, the Surviving Corporation will be permitted to exercise all of Company's rights under such contracts, licenses and agreements to the same extent Company and its subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Company would otherwise be required to pay. Neither this Agreement nor the transactions contemplated by this Agreement, including the assignment to Parent or Merger Sub by

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operation of law or otherwise of any contracts or agreements to which Company is a party, will result in (i) either Parent's or the Merger Sub's granting to any third party any right to or with respect to any material Intellectual Property right owned by, or licensed to, either of them, (ii) either Parent's or the Merger Sub's being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses, or (iii) either Parent's or the Merger Sub's being obligated to pay any royalties or other material amounts to any third party in excess of those payable by Parent or Merger Sub, respectively prior to the Closing.

    (k) The operation of the business of Company and its subsidiaries as such business currently is conducted or is currently contemplated to be conducted, including (i) Company's and its subsidiaries' design, development, manufacture, distribution, import, reproduction, marketing or sale of the products or services of Company and its subsidiaries (including Company Products and products, technology or service offerings under development) and (ii) Company's use of any product, device or process, has not, does not and, to its knowledge, will not infringe or misappropriate the Intellectual Property of any third party or constitute unfair competition or trade practices under the laws of any jurisdiction.

    (l)  Neither Company nor any of its subsidiaries has received written notice from any third party alleging that the operation of the business of Company or any of its subsidiaries or any act, product or service (including Products, technology or service offerings currently under development) of Company or any of its subsidiaries, infringes or misappropriates the Intellectual Property of any third party or constitutes unfair competition or trade practices under the laws of any jurisdiction, except as otherwise noted herein and resolved through appropriate license or other agreement.

    (m) To the knowledge of Company, no person has or is infringing or misappropriating any Company Intellectual Property.

    (n) Company and each of its subsidiaries has taken reasonable steps to protect Company's and its subsidiaries' rights in Company's confidential information and trade secrets that it wishes to protect or any trade secrets or confidential information of third parties provided to Company or any of its subsidiaries, and, without limiting the foregoing, each of Company and its subsidiaries has required each employee and contractor to execute a proprietary information/confidentiality agreement and all current and former employees and contractors of Company and any of its subsidiaries have executed such an agreement, except where the failure to do so is not reasonably expected to be material to Company.

    (o) To the knowledge of Company and each of its subsidiaries, no (i) product, technology, service or publication of the Company, (ii) material or collateral published or distributed by the Company, or (iii) conduct or statement of the Company constitutes obscene material, a defamatory statement or material, disparagement of any third party, or false advertising.

    (p) None of the Company Intellectual Property was developed by or on behalf of, or using grants or any other subsidies of, any governmental entity or any university.

    (q) Under the terms of that certain Joint Development, OEM and Marketing Agreement between Company and Sharp Corporation ("Sharp"), dated April 13, 2000, and any extensions, renewals, amendments or modifications thereof, neither Company nor Sharp has acquired any rights of ownership of more than de minimis significance that are or may be considered "Jointly Owned Technology", as that term is defined in the foregoing agreement, nor is Company aware of any future products, standards or processes, based on the current product and business plans of Company and Sharp, that would give rise to "Jointly Owned Technology" in the future course of business.

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    (r) The Joint Development, OEM and Marketing Agreement between Company and Intel Corporation ("Intel") dated January 18, 1999, and all amendments, modifications or extensions thereto, have expired on their terms, and Intel is not currently licensed by the Company to distribute products or services based on Company Intellectual Property.

    (s) Following the Closing, the Company will have the right to grant to Parent an unrestricted, non-exclusive, perpetual, irrevocable, fully paid up, royalty free, worldwide, transferable, sublicensable license, under all of the Company's current and future Intellectual Property rights, to make, have made, use, sell, offer to sell, import, distribute, reproduce and create derivative works of Siren technology, in any and all products and components, including, without limitation, any product whose primary function is as a stand-alone speakerphone, including any and all services, without any obligation on the part of Parent to license to the Company or any other party any improvements, enhancements, new versions, new releases, updates or derivative works of Siren technology.

    3.17  Agreements, Contracts and Commitments.  Neither Company nor any of its subsidiaries is a party to or is bound by:

    (a) any written employment or consulting agreement, contract or commitment with any officer, director, Company employee or member of the Company's Board, or any service, operating or management agreement or arrangement with respect to any of its properties (whether leased or owned), other than those that are terminable by Company or any of its subsidiaries on no more than thirty (30) days' notice without liability or financial obligation to Company;

    (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;

    (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale of products in the ordinary course of business in excess of $50,000;

    (d) any material agreement, contract or commitment containing any covenant limiting in any respect the right of Company or any of its subsidiaries to engage in any line of business or to compete with any person or entity or granting any exclusive distribution rights;

    (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company or any of its subsidiaries after the date of this Agreement of an amount of assets in excess of $200,000 not in the ordinary course of business or pursuant to which Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Company's subsidiaries;

    (f)  any dealer, distributor, joint marketing or development agreement currently in force under which Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Company or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company or any of its subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less;

    (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology

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except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent;

    (h) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole;

    (i)  any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;

    (j)  any material settlement agreement under which Company has ongoing obligations; or

    (k) any agreement with a customer of the Company involving in excess of $250,000 in any 12 month period.

    Neither Company nor any of its subsidiaries, nor to Company's knowledge any other party to a Company Contract (as defined below), is in breach, violation or default under, and neither Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the Company Schedule (any such agreement, contract or commitment, a "Company Contract") in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). Company has made available to Parent true and correct copies of any contracts Company may have with its top ten customers.

    3.18  Opinion of Financial Advisor.  The Board of Directors of the Company has been advised by its financial advisor, Robertson Stephens, Inc. that in its opinion, as of the date of this Agreement, the Offer Price is fair to the holders of shares of Company Common Stock (other than Parent and its affiliates and holders of Dissenting Shares) from a financial point of view, and Company will provide a copy of the written confirmation of such opinion to Parent for informational purposes as soon as reasonably practicable.

    3.19  Insurance.  Company maintains insurance policies or fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors of Company and its subsidiaries (collectively, the "Insurance Policies") which the Company believes are of the type and in amounts customarily carried by persons conducting businesses similar to those of Company and its subsidiaries. There is no material claim by Company or any of its subsidiaries pending under any of the material Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds.

    3.20  State Takeover Statutes.  The Company Board has approved the Offer, the Merger, this Agreement and the transactions contemplated hereby, and the Convertible Notes, the Note Agreement and the Company Tender and Voting Agreements and the transactions contemplated thereby, and such approval is sufficient to render inapplicable to the Offer, the Merger, the Convertible Notes, the Note Agreement, the Company Tender and Voting Agreements, and the transactions contemplated by each such agreement, the provisions of Section 203 of the Delaware Law to the extent, if any, such section is applicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby, and the Convertible Notes, the Note Agreement and the Company Tender and Voting Agreements and the transactions contemplated thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Offer, the Merger, this Agreement and the transactions contemplated hereby, and the Convertible Notes, the Note Agreement, the Registration Rights Agreement and the Company Tender and Voting Agreements and the transactions contemplated thereby.

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    3.21  Board Approval.  The Company Board, at a meeting duly called and held on May 24, 2001, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are advisable and fair to and in the best interests of the Company and its stockholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects; and (iii) as of the date hereof, resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Merger Sub and approve and adopt this Agreement and the Merger.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

    Parent and Merger Sub jointly and severally represent and warrant to Company, subject to such exceptions as are disclosed in writing in the disclosure letter supplied by Parent to Company dated as of the date hereof (the "Parent Schedule"), which disclosure shall provide an exception to or otherwise qualify the representations and warranties of Parent and Merger Sub contained in the section of this Agreement corresponding by number to such disclosure, as follows:

    4.1  Organization and Qualification; Subsidiaries.  Each of Parent and its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Each of Parent and its subsidiaries is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Each of Parent and its subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, either individually or in the aggregate, have a Material Adverse Effect on Parent.

    4.2  Certificate of Incorporation and Bylaws.  Parent has previously furnished to Company complete and correct copies of its Certificate of Incorporation and Bylaws as amended to date (together, the "Parent Charter Documents"). Such Company Charter Documents and equivalent organizational documents of each of its subsidiaries are in full force and effect, Parent is not in violation of any of the provisions of the Company Charter Documents, and no subsidiary of Company is in violation of any of its equivalent organizational documents except where the failure to be in full force or effect or the violation of any such equivalent organizational documents of a subsidiary of Company would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

    4.3  Capitalization.  The authorized capital stock of Parent consists of (i) 175,000,000 shares of Parent Common Stock, par value $0.0005 per share, and (ii) 5,000,000 shares of Preferred Stock, par value $0.001 per share ("Parent Preferred Stock"). As of the close of business on May 22, 2001, 83,003,821 shares of Parent Common Stock were issued and outstanding. As of the date hereof, no shares of Parent Preferred Stock were issued or outstanding. As of May 22, 2001, Parent had reserved an aggregate of 18,874,680 shares of Parent Common Stock for issuance pursuant to Parent's stock option plans, under which options to purchase 10,472,700 shares were outstanding, and 1,076,242 shares of Parent Common Stock were available for issuance pursuant to the Parent Employee Stock Purchase Plan. Except as set forth in the immediately preceding sentence, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding except as set forth in the Parent SEC Reports and except for the Parent Rights. Under the Parent Rights Agreement, until the distribution date, (i) the Parent Rights will be evidenced (subject to the provisions of Section 3(b) and

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3(c) thereof) by the certificates for Parent Common Stock registered in the names of the holders of thereof (which certificates shall also be deemed to be Rights Certificates, as such term is defined in the Parent Rights Agreement) and not by separate Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Parent Common Stock. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.001 per share, all of which of are issued and outstanding as of the date hereof. All of the outstanding shares of Parent's and Merger Sub's respective capital stock have been duly authorized and validly issued and are fully paid and nonassessable. All shares of Parent Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall, and the shares of Parent Common Stock to be issued pursuant to the Merger will be, duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock (other than directors' qualifying shares) of each of Parent's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares) are owned by Parent or another subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Parent's voting rights, charges or other encumbrances of any nature whatsoever.

    4.4  Authority Relative to this Agreement.  Each of Parent and/or Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, the Note Agreement and the Convertible Notes and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Note Agreement and the Convertible Notes by Parent and/or Merger Sub and the consummation by Parent and/or Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and/or Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the Note Agreement and the Convertible Notes or to consummate the transactions contemplated hereby and thereby. This Agreement, the Note Agreement and the Convertible Notes have been duly and validly executed and delivered by Parent and/or Merger Sub and, assuming the due authorization, execution and delivery by Company, constitute legal and binding obligations of Parent and/or Merger Sub, enforceable against Parent and/or Merger Sub in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor rights and for general equitable principles.

    4.5  No Conflict; Required Filings and Consents.

    (a) The execution and delivery of this Agreement, by Parent and Merger Sub and the Company Tender and Voting Agreement by Parent do not, and the performance of this Agreement, by Parent and Merger Sub and the Company Tender and Voting Agreement by Parent shall not, (i) conflict with or violate the Parent Charter Documents or equivalent organizational documents or any of Parent's subsidiaries, (ii) subject to obtaining the consents, approvals, authorization and permits, and making the filings and notifications, set forth in Section 4.5(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which it or their respective properties are bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent's or any such subsidiary's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent or any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties are bound or affected, except to the extent such conflict, violation, breach, default, impairment or other effect could not in the case

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of clauses (ii) or (iii), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

    (b) The execution and delivery of this Agreement, the Note Agreement and the Convertible Notes by Parent and Merger Sub do not, and the performance of this Agreement, the Note Agreement and the Convertible Notes by Parent and Merger Sub shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of the HSR Act and Foreign Filings, the rules and regulations of the Nasdaq, and the filing and recordation of the Agreement of Merger as required by Delaware Law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (A) would not prevent consummation of the Merger or otherwise prevent Parent or Merger Sub from performing their respective obligations under this Agreement, the Note Agreement and the Convertible Notes, or (B) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

    4.6  SEC Filings; Financial Statements.

    (a) Parent has made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after December 31, 1999 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed by Parent with the SEC since such date. The Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (and if any Parent SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superceded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any reports or other documents with the SEC.

    (b) At their respective dates, each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to the absence of footnotes and normal adjustments which (in addition to those noted therein) were not or are not expected to be material in amount.

    (c) Parent has previously furnished to Company a complete and correct copy of any amendments or modifications, which have not yet been filed as of the date hereof with the SEC but which are required to be filed as of the date hereof, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

    4.7  No Undisclosed Liabilities.  Neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except (i) liabilities provided for in Parent's balance sheet as of March 31, 2001 or (ii) liabilities incurred since March 31, 2001 in the ordinary

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course of business, none of which is material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.

    4.8  Absence of Litigation.  Except as specifically disclosed in the Parent SEC Reports as of the date hereof, there are no material claims, actions, suits or proceedings that have a reasonable likelihood of success on the merits pending or, to the knowledge of Parent, threatened (or to the knowledge of Parent, any governmental or regulatory investigation pending or threatened) against Parent or any property or rights of Parent or any of its subsidiaries, before any court, arbitrator or administrative, governmental or regulatory authority or body, domestic or foreign, except for those claims, actions, suits or proceedings which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

    4.9  Funds.  Parent has the funds necessary to consummate the Offer and the Merger and as of the date hereafter has purchased the Convertible Notes pursuant to the Note Agreement.

    4.10  Share Ownership.  None of Parent, Merger Sub or any of their respective subsidiaries beneficially owns any Shares as of the date of this Agreement, except pursuant to the Convertible Notes.

    4.11  Merger Sub.  Merger Sub was formed solely for the purpose of engaging in the Offer and Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated by this Agreement, including the Offer and Merger. As of the Effective Time, all of the outstanding capital stock of Merger Sub will be owned directly by Parent.

    4.12  Compliance; Permits.  (a) Except as set forth in Section 4.12 of the Parent Schedule, neither Parent nor any of its subsidiaries is in conflict with, or in default or violation of, (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which its or any of their respective properties is bound, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound, except for any conflicts, defaults or violations that (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect on Parent. No investigation or review by any governmental or regulatory body or authority is, to the knowledge of Parent, pending or threatened against Parent or its subsidiaries, nor to the knowledge of Parent has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each such case, those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

    (b) Except as set forth in Section 4.12 of the Parent Schedule, Parent and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals and other authorizations from governmental authorities which are material to the operation of the business of Parent and its subsidiaries taken as a whole (collectively, the "Parent Permits"). Parent and its subsidiaries have been and are in compliance in all material respects with the terms of the Parent Permits and any conditions placed thereon.

    4.13  Brokers.  Except for fees payable to Thomas Weisel Partners and Morgan Stanley Dean Witter, Parent has not incurred nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

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ARTICLE V
INTERIM CONDUCT

    5.1  Conduct of Business by Company.  Except as contemplated by this Agreement, disclosed in Section 5.1 of the Company Schedule, or consented to by Parent in writing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Appointment Date, Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in material compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

    In addition, except as permitted by the terms of this Agreement and except as provided in Section 5.1 of the Company Schedule, without the prior written consent of Parent (which consent, or refusal thereof, shall not be unreasonably delayed; provided that Parent shall not refuse to consent if such failure would result in a violation of the antitrust laws), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Appointment Date, Company shall not do any of the following and shall not permit its subsidiaries to do any of the following:

    (a) Waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock (except as required by the terms of the Company Option Plans as in effect on the date hereof and as permitted by Section 6.8 hereof), or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans;

    (b) Grant any severance or termination pay or benefits, or payments or benefits triggered by a change of control or merger (including the Offer and the Merger), to any officer or employee except to persons who are officers or employees of the Company as of the date hereof pursuant to written agreements outstanding, or written policies existing, on the date hereof and as previously disclosed in writing or made available to Parent (provided, however, that the Company shall not grant, or offer to grant, any such severance or termination payments or benefits, or payments or benefits triggered upon a change of control or merger (including the Offer and the Merger), to any person who is hired or offered employment with the Company on or after the date hereof, and the Company shall revise all employee handbooks and similar materials provided to each such person after the date hereof to reflect the foregoing), or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement or arrangement existing on the date hereof, or take any other action that would trigger the payment of any severance payments or other benefits pursuant to any Executive Officer Change in Control Agreement;

    (c) Transfer or license to any person or entity or otherwise extend, amend or modify any rights to the Company Intellectual Property, or enter into grants to transfer or license to any person future patent rights, other than non-exclusive licenses granted to resellers and end-users in the ordinary course of business consistent with past practices;

    (d) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, except for (i) dividends required to be paid or accrued with respect to Company's Series A Preference Stock and Series B Preference Stock

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pursuant to the Company Charter Documents as in effect on the date hereof and (ii) dividends or other distributions paid to the Company by any of its subsidiaries;

    (e) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock of Company or its subsidiaries, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof (or any such agreements entered into in the ordinary course consistent with past practice by Company with employees hired after the date hereof);

    (f)  Issue, deliver, sell, authorize, pledge or otherwise encumber or propose any of the foregoing with respect to any shares of capital stock or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible securities, other than (x) the issuance delivery and/or sale of (i) shares of Company Common Stock pursuant to the exercise of stock options, warrants and convertible preferred stock outstanding as of the date of this Agreement, and (ii) shares of Company Common Stock issuable to participants in the ESPP consistent with the terms thereof and (y) the granting of the Company Grants.

    (g) Cause, permit or propose any amendments to the Company's Certificate of Incorporation or Bylaws (or similar governing instruments of any of its subsidiaries);

    (h) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a material portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to enter into any joint ventures, strategic partnerships or alliances, other than ordinary course distribution arrangements which are consistent with past practices and cancellable by the Company upon 90 days prior notice without penalty;

    (i)  Sell, lease, license, encumber or otherwise dispose of any properties or assets except sales of inventory in the ordinary course of business consistent with past practice, and except for the sale, lease or disposition (other than through licensing permitted by clause (c)) of property or assets which are not material, individually or in the aggregate, to the business of Company and its subsidiaries, taken as a whole;

    (j)  modify, amend or terminate any existing lease, license or contract affecting the use, possession or operation of any such material properties or assets; grant or otherwise create or consent to the creation of any easement, covenant, restriction, assessment or charge affecting any material owned property or leased property or any part thereof; convey, assign, sublease, license or otherwise transfer all or any portion of any material real property or any interest or rights therein; commit any waste or nuisance on any such property; or make any material changes in the construction or condition of any such property;

    (k) Incur any indebtedness for borrowed money other than pursuant to the Convertible Note or guarantee any such indebtedness of another person other than a wholly-owned subsidiary, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Company, enter into any "keep well" or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing other than in connection with the financing of working capital consistent with past practice;

    (l)  Adopt or amend any employee benefit plan, policy or arrangement; any employee stock purchase or employee stock option plan; or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable "at will"); pay

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any special bonus or special remuneration to any director or employee; or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants except, in each case, as may be required by law; provided, however, that the foregoing shall not prohibit the Company from making CPI-indexed adjustments to non-officer employees.

    (m) (i) pay, discharge, settle or satisfy any material litigation (whether or not commenced prior to the date of this Agreement) or any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, or liabilities recognized or disclosed in the most recent consolidated financial statements (or the notes thereto) of Company included in the Company SEC Reports or incurred since the date of such financial statements, or (ii) waive the benefits of, agree to modify in any manner, terminate, release any person from or knowingly fail to enforce any confidentiality or similar agreement to which Company or any of its subsidiaries is a party or of which Company or any of its subsidiaries is a beneficiary;

    (n) Except in the ordinary course of business consistent with past practice, modify, amend or terminate any material contract or agreement to which Company or any subsidiary thereof is a party or waive, delay the exercise of, release or assign any material rights or claims thereunder;

    (o) Except as required by GAAP, revalue any of its assets or make any change in accounting methods, principles or practices;

    (p) Incur or enter into any agreement, contract or commitment requiring Company or any of its subsidiaries to pay in excess of $250,000;

    (q) Make any Tax election or accounting method change inconsistent with past practice that, individually or in the aggregate, would be reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of Company or any of its subsidiaries, taken as a whole, settle or compromise any material Tax liability, or consent to any extension or waiver of any limitation period with respect to Taxes;

    (r) Agree in writing or otherwise to take any of the actions described in Section 5.1 (a) through (q) above.

    5.2  Conduct of Business by Parent.  During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Section 5.2 of the Parent Schedule, without the prior written consent of Company (which consent, or refusal thereof, shall not be unreasonably delayed), Parent shall not declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, unless the Stock Amount shall be appropriately adjusted.

ARTICLE VI
ADDITIONAL AGREEMENTS

    6.1  Stockholder Approval; Preparation of Registration Statement and Proxy Statement/prospectus

    (a) If approval of Company's stockholders is required by applicable law in order to consummate the Merger other than pursuant to Section 253 of Delaware Law, following the acceptance for exchange of Shares pursuant to the Offer, Parent and Company shall, as soon as practicable following the acceptance of Shares pursuant to the Offer, prepare and Company shall

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file with the SEC the Proxy Statement and Parent and Company shall prepare and Parent shall file with the SEC a post-effective amendment to the Registration Statement (the "Post-Effective Amendment") for the offer and sale of the Parent Common Stock pursuant to the Merger and in which the Proxy Statement will be included as a prospectus. Each of Company and Parent shall use all commercially reasonable efforts to have the Post-Effective Amendment declared effective under the Securities Act as promptly as practicable after such filing. Company will use all commercially reasonable efforts to cause the Proxy Statement to be mailed to Company's stockholders as promptly as practicable after the Post-Effective Amendment is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and Company shall furnish all information concerning Company and the holders of capital stock of Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Post-Effective Amendment will be made by Parent, or with respect to the Proxy Statement will be made by Company, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise Company, promptly after it receives notice thereof, of the time when the Post-Effective Amendment has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Post-Effective Amendment or comments thereon and responses thereto or requests by the SEC for additional information. Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by Company or Parent which should be set forth in an amendment or supplement to either of the Post-Effective Amendment or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Company. Each of the parties hereto shall cause the Proxy Statement to comply as to form and substance to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of the Nasdaq.

    (b) The Proxy Statement shall include the approval and adoption of this Agreement and the approval of the Merger and the recommendation of the Company Board to Company's stockholders that they vote in favor of the approval and adoption of this Agreement and approval of the Merger, subject to the right of the Company Board to withhold, withdraw, amend or modify its recommendation and recommend a Superior Proposal in accordance with the terms of Section 6.4 of this Agreement; provided, however, that the Company Board shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Proxy Statement shall also include a reproduced copy of the opinion of Robertson Stephens, Inc. referred to in Section 3.18.

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    6.2  Stockholder Meeting.  If approval of Company's stockholders is required by applicable law in order to consummate the Merger other than pursuant to Section 253 of Delaware Law, the Company shall call and hold a meeting of the stockholders of the Company (the "Company Stockholders' Meeting") as promptly as reasonably practicable after the date upon which the Post-Effective Amendment becomes effective for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger pursuant to the Proxy Statement, and Company shall use all reasonable efforts to hold the Company Stockholders' Meeting as promptly as reasonably practicable after the date upon which the Post-Effective Amendment becomes effective. Nothing herein shall prevent Company from adjourning or postponing the Company Stockholders' Meeting if there are insufficient shares of Company Common Stock necessary to conduct business at the Company Stockholders' Meeting. Subject to the right of the Company Board to withhold, withdraw, amend or modify its recommendation and recommend a Superior Proposal in accordance with the terms of Section 6.4 of this Agreement, Company shall use commercially reasonable efforts to solicit from its shareholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger pursuant to the Proxy Statement and shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of shareholders required by Delaware Law or applicable Nasdaq requirements to obtain such approval. Company shall call and hold the Company Stockholders' Meeting for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger whether or not the Company Board at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's shareholders reject it. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 6.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal (as defined below).

    (a) Notwithstanding Section 6.1 hereof or this Section 6.2, in the event that Parent, Merger Sub or any other subsidiary of Parent, shall acquire at least 90 percent of the Shares pursuant to the Offer or otherwise, each of the parties hereto shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders in accordance with Section 253 of Delaware Law.

    6.3  Confidentiality; Access to Information.  The parties acknowledge that Company and Parent have previously executed a Confidentiality and Standstill Agreement, dated as of March 7, 2001, (the "Confidentiality Agreement"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms. Company will afford Parent and its accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, results of operations and personnel of Company, as Parent may reasonably request. No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

    6.4  No Solicitation.

    (a) From and after the date of this Agreement until the Appointment Date or termination of this Agreement pursuant to Article VIII, Company and its subsidiaries will not, nor will they authorize or permit any of their respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal (as defined below), (ii) participate in any discussions or negotiations regarding, or furnish to any person any information relating to Company or any of its subsidiaries

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or afford access to the business, properties, assets, books or records of Company or any of its subsidiaries to any person that has made, or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Transaction (as defined below). Notwithstanding the foregoing, prior to the Appointment Date the Company Board, directly or indirectly through advisors, agents or other intermediaries, may (i) subject to Company's compliance with this Section 6.4, engage or participate in discussions or negotiations with any third party that has made (and not withdrawn) a bona fide Acquisition Proposal that the Company Board reasonably concludes in good faith (after consultation with a financial advisor of nationally recognized reputation) constitutes a Superior Proposal, (ii) furnish to such third party nonpublic information relating to Company or any of its subsidiaries pursuant to a confidentiality agreement with terms no less favorable to Company than those contained in the Confidentiality Agreement, and/or (iii) following receipt of such an Acquisition Proposal, withhold, withdraw, amend or modify its recommendations and approve, endorse or recommend such Acquisition Proposal; provided, that in each case (x) neither Company nor any representative of Company and its subsidiaries shall have violated any of the restrictions set forth in this Section 6.4 in connection with such Acquisition Proposal or person making such Acquisition Proposal, (y) the Company Board reasonably concludes in good faith, after consultation with its outside legal counsel, that in light of such Superior Proposal such action is required for the Board of Directors of Company to comply with its fiduciary obligations to Company's stockholders under Delaware Law, (z) at least three days prior to furnishing any such information to, or entering into any such discussions or negotiations with, such person or group, Company gives Parent written notice of the identity of such person or group and all of the material terms and conditions of such Acquisition Proposal and of Company's intention to furnish nonpublic information to, or enter into discussions or negotiations with, such person or group, and (4) contemporaneously with furnishing any such information to such person or group, Company furnishes such information to Parent (to the extent such information has not been previously furnished by Company to Parent). Company and its subsidiaries will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 6.4 by any officer, director or employee of Company or any of its subsidiaries or any investment banker, attorney or other advisor or representative of Company or any of its subsidiaries shall be deemed to be a breach of this Section 6.4 by Company. Company shall not be entitled to enter into any letter of intent or similar document or any agreement, contract or commitment (other than a confidentiality agreement as permitted by this Section 6.4) contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated by its terms pursuant to Section 8.1(h) and Company has paid all amounts due to Parent pursuant to Section 8.3. This Section 6.4 shall not prohibit Company's Board of Directors from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act.

    For purposes of this Agreement, (i) "Acquisition Proposal" shall mean any offer or proposal (other than an offer or proposal by Parent) relating to any Acquisition Transaction; (ii) "Acquisition Transaction" shall mean any transaction or series of related transactions other than the transactions contemplated by this Agreement involving: (A) any acquisition or purchase from Company by any person or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a 15% interest in the total outstanding voting securities of Company or any of its subsidiaries or any tender offer or exchange offer that if consummated would result in any person

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or "group" (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) beneficially owning 15% or more of the total outstanding voting securities of Company or any of its subsidiaries or any merger, consolidation, business combination or similar transaction involving Company pursuant to which the shareholders of Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction; (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or disposition of more than 15% of the assets of Company; or (C) any liquidation, dissolution, recapitalization or other significant corporate reorganization of Company; and (iii) "Superior Proposal" shall mean an Acquisition Proposal involving the acquisition of all outstanding voting securities of the Company with respect to which the Company Board shall have reasonably determined in good faith (after consultation with a financial advisor of a nationally recognized standing) (A) taking into account, among other things, the legal, financial and regulatory aspects of such Acquisition Proposal and the Person making such Acquisition Proposal, that the acquiring party is capable of consummating the proposed Acquisition Transaction on the terms proposed, and which, if any cash consideration is involved, shall not be subject to any financing contingency, and (B) that the proposed Acquisition Transaction would, if consummated, be more favorable to the Company's stockholders (in their capacities as such), from a financial point of view, than the transactions contemplated by this Agreement.

    (b) In addition to the obligations of Company set forth in paragraph (a) of this Section 6.4, Company as promptly as practicable, and in any event within 24 hours, shall advise Parent orally and in writing of any request for information which Company reasonably believes would lead to an Acquisition Proposal or of any Acquisition Proposal, or any inquiry with respect to or which Company reasonably believes would lead to any Acquisition Proposal; the material terms and conditions of such request, Acquisition Proposal or inquiry; and the identity of the person or group making any such request, Acquisition Proposal or inquiry, unless any such disclosure is prohibited pursuant to an agreement entered into before the date of this Agreement between the Company and the person making such Acquisition Proposal and such agreement is listed on the Company Schedule. Company will keep Parent informed in all material respects of the status and details (including material amendments or proposed amendments) of any such request, Acquisition Proposal or inquiry, unless any such disclosure is prohibited pursuant to an agreement entered into before the Date of this Agreement between the Company and the person making such Acquisition Proposal and such agreement is listed on the Company Schedule. In addition to the foregoing, Company shall (i) provide Parent with at least 48 hours prior written notice (or such lesser prior notice as provided to the members of the Company Board but in no event less than eight hours) of any meeting of the Company Board at which the Company Board is reasonably expected to consider an Acquisition Proposal and (ii) provide Parent with at least one (1) business days prior written notice of a meeting of the Company Board at which the Company Board is reasonably expected to approve, endorse or recommend a Superior Proposal to its shareholders and together with such notice a copy of the definitive documentation relating to such Superior Proposal.

    6.5  Public Disclosure.  Parent and Company will consult with each other, and agree, before issuing any press release, and will consult with each other and to the extent practicable, agree, before otherwise making any public statement with respect to the Offer, this Agreement, the other party, or an Acquisition Proposal, and will not issue any such press release or make any such public statement prior to such consultation, except as may be required by law or any listing agreement with a national securities exchange, in which case reasonable efforts to consult with the other party will be made prior to any such release or public statement. All press releases and other public statements by Parent with respect to the Offer and this Agreement shall comply with Section 6.16 hereof.

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    6.6  Best Efforts; Notification.

    (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its best efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including to accomplish the following: (i) causing of the conditions precedent set forth in Article VII and on Annex A hereto be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Company and the Company Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, use its best efforts to take, or cause to be taken, all reasonable actions to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or Company or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

    (b) Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it contained in this Agreement has become materially untrue or inaccurate, or of any failure of Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

    (c) Parent shall give prompt notice to Company upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become materially untrue or inaccurate, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

    6.7  Third Party Consents.  As soon as practicable following the date hereof, Parent and Company will each use commercially reasonable efforts to obtain all consents, waivers and approvals set forth in Section 6.7 of the Company Schedule.

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    6.8  Stock Options; ESPP; Warrants.

    (a) Stock Options. Except as provided in Section 6.8(b) below, immediately prior to the Effective Time of the Merger each outstanding option to purchase shares of Company Common Stock (each, a "Company Stock Option") under the Company Option Plans, and the Company Option Plans themselves (except for the 1998 Acquisition Stock Plan), shall terminate. Company shall take all necessary actions (including providing all required notices) to ensure that all outstanding Company Stock Options and such Company Option Plans are terminated immediately prior to the Effective Time of the Merger. In the case of any holder of a Company Stock Option, the parties shall take steps (i) to enable the holder thereof to exercise the option (including any portion thereof that first becomes exercisable in connection with the Offer) on a basis that enables the holder effectively to tender in the Offer the shares acquired upon exercise, and (ii) in the case of any such option that is not an "incentive stock option," to permit the holder of the option, in his or her discretion, to tender the option (in lieu of exercising it) and receive the Offer Price payable with respect to the number of shares for which the option was exercisable, net of the exercise price.

    (b) Amendment to Company's 1998 Acquisition Stock Plan; Additional Company Grants, and Assumption of Company Grants.

     (i) Prior to the date of the expiration of the Offer (the "Expiration Date"), Company shall take all actions necessary to amend Company's 1998 Acquisition Stock Plan and form of option agreement thereunder to provide that with respect to the future grant of Company Stock Options (the "Company Grants"): (a) the exercisability of such Company Grants shall not accelerate as a result of the transactions contemplated by this Agreement, including the Offer and the Merger, and (b) in connection with this Agreement, such Company Grants shall be assumed by Parent in accordance with the provisions of Section 6.8(b)(iii) hereof.

    (ii) Prior to the Expiration Date, Company shall make such Company Grants in such numbers and pursuant to such terms and conditions as shall be directed by Parent at least five (5) business days prior to the Expiration Date provided, however, that the exercise price of such Company Grants shall be equal to the fair market value of the Company's common stock on the date of grant; and provided further, that the total number of shares of Company common stock reserved for issuance as Company Grants shall not exceed 5,500,000 shares. The Company Grants shall be non-qualified options.

    (iii) At the Effective Time of the Merger, Parent shall assume such Company Grants, and such assumed Company Grants will continue to have, and be subject to, the terms and conditions of such options immediately prior to the Effective Time except that (a) each Company Grant will be solely exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Grant immediately prior to the Effective Time multiplied by the Option Exchange Ratio (as defined below), rounded down to the nearest whole number of shares of Parent Common Stock and (b) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Grant will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Grant was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Grants. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery pursuant to the terms set forth in this Section 6.8(b). The "Option Exchange Ratio" shall be equal to the sum obtained by adding (i) the Stock Portion and (ii) the quotient obtained by dividing the Cash

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Portion by the average closing sale price of one share of Parent Common Stock as reported on The Nasdaq National Market for the five (5) consecutive trading days ending immediately prior to the Effective Time.

    (c) ESPP. Company shall take all steps necessary to terminate Company's ESPP on the earlier to occur of the (i) the Expiration Date or (ii) August 31, 2001. In the event the ESPP is terminated on the Expiration Date, the exercise date for outstanding purchase rights under the ESPP shall be accelerated to enable participants effectively to exercise and tender in the Offer shares acquired upon exercise.

    (d) Company Warrants. At the Effective Time, each outstanding Company Warrant, shall become and represent, for each share of Company Common Stock subject to a Company Warrant, the right to receive a unit consisting of (i) the Cash Portion and (ii) the Stock Portion, and shall have an exercise price per such unit equal to the exercise price of such Company Warrant per share of Company Common Stock immediately prior to the Effective Time. After the Effective Time, each Company Warrant shall be exercisable upon the same terms and conditions as were applicable to such Company Warrant immediately prior to the Effective Time. Parent shall take all corporate actions necessary to reserve for issuance a sufficient amount of cash and number of shares of Parent Common Stock for delivery following the exercise of the Company Warrants, or shall receive such other treatment as shall be required in accordance with the terms of the applicable Company Warrant. The Company will provide any notice to warrantholders required under the terms of each Company Warrant in connection with the Offer and the Merger.

    6.9  Employee Benefits.

    (a) Company shall terminate, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) of the Code) as the Parent (the "401(k) Termination Date"), any and all 401(k) plans unless Parent provides notice to Company that such 401(k) plan(s) shall not be terminated. Parent shall receive from Company evidence that Company's plan(s) and/or program(s) have been terminated pursuant to resolutions of each such entity's Board of Directors (the form and substance of such resolutions shall be subject to review and approval of Parent), effective as of the 401(k) Termination Date. To the extent permitted by Parent's applicable plan and otherwise practicable, Parent shall take appropriate steps to enable continuing employees to roll over distributions from the terminated plans to a tax-qualified defined contribution plan or plans maintained by Parent or an affiliate.

    (b) Parent will cause the Surviving Corporation to provide the benefits (including health benefits, severance policies, 401(k) plans and general employment policies and procedures, subject to the terms and conditions of such plans) which are substantially comparable in the aggregate to benefits that are available to similarly situated employees of Parent and its subsidiaries as of the date hereof, provided, however, that such insurance carriers, outside providers or the like are able to provide such benefits on terms reasonably acceptable to Parent, and provided, further, that nothing in this Section 6.8 shall prevent the Surviving Corporation or any of its subsidiaries from making any change required by applicable law, and provided, further, that it shall not result in any duplication of benefits.

    (c) To the extent permitted under applicable law, each employee of Company or its subsidiaries shall be given credit for all service with Company or its subsidiaries (or service credited by Company or its subsidiaries) under all employee benefit plans, programs, policies and arrangements maintained by Parent or the Surviving Corporation (other than sabbatical benefits, for which employees of Company or its subsidiaries will not receive any such past service credit) in which they participate or in which they become participants for purposes of eligibility and vesting; provided, however, that no such credit shall be provided in any circumstance that would result in

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duplicative benefits, and provided, further that such insurance carriers, outside providers or the like are able to honor such commitments or terms reasonably acceptable to Parent.

    6.10  Form S-8.  Parent agrees to file, if available for use by Parent, a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to assumed Company Stock Options granted pursuant to the Company Grants as soon as is reasonably practicable after the Effective Time.

    6.11  No Rights Plan Amendment.  Prior to the earlier of the termination of this Agreement or the Closing, Company and the Company Board shall not amend or modify or take any other action with regard to the Company Rights Plan in any manner or take another action so as to (i) render the Company Rights Plan inapplicable to any transaction(s) other than the Offer, the Merger and other transactions contemplated by this Agreement and the Company Tender and Voting Agreements, or (ii) permit any person or group (other than Parent, Merger Sub or any of their affiliates) who would otherwise be an Acquiring Person (as defined in the Company Rights Plan) not to be an Acquiring Person, or (iii) provide that a Distribution Date or a Stock Acquisition Date (as such terms are defined in the Company Rights Plan) or similar event does not occur as promptly as practicable by reason of the execution of any agreement or transaction other than this Agreement and the Company Tender and Voting Agreements and the Offer, the Merger and the agreements and transactions contemplated hereby and thereby, or (iv) except as specifically contemplated by this Agreement, otherwise affect the rights of holders of Rights.

    6.12  Indemnification.

    (a) From and after the Effective Time, Parent will cause the Surviving Corporation to fulfill and honor in all respects the obligations of Company pursuant to any indemnification agreements between Company and its directors and officers in effect immediately prior to the Effective Time (the "Indemnified Parties") and any indemnification provisions under the Company Charter Documents as in effect on the date hereof to the maximum extent permitted by law; provided, however, that the foregoing obligations shall not extend to claims against the Company's officers and directors arising out of or in connection with the SEC's investigation of the restatement of the financial reports of the Company in certain periods of 1997 and 1998. The Certificate of Incorporation of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Charter Documents as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Time, were directors, officers, employees or agents of Company, unless such modification is required by law.

    (b) For a period of three (3) years after the Effective Time, Parent will cause the Surviving Corporation to maintain in effect, if available, directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy in an amount and on terms no less advantageous, when taken as a whole, to those applicable to the current directors and officers of the Company; provided, however, that in no event will Parent or the Surviving Corporation be required to expend an annual premium for such coverage in excess of 150% of the annual premium currently paid by Company (and if the cost for such coverage is in excess of such amount the Surviving Corporation shall only be required to maintain such coverage as is available for such amount).

    (c) In the event the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, proper provisions shall be made so that the successors and

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assigns of the Surviving Corporation, assume or continue the obligations set forth in this Section 6.12.

    (d) The provisions of this Section 6.12 shall survive the consummation of the Merger at the Effective Time and continue for the periods specified in this Section 6.12 and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Parties and their respective heirs and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

    6.13  Regulatory Filings.  As soon as may be reasonably practicable, Company and Parent each shall file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") Notification and Report Forms relating to the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification filings and submissions with any foreign Governmental Entity as the parties may agree in their best judgment are necessary, material or appropriate. Company and Parent each shall (a) cooperate and coordinate with one another in the making of such filings, (b) supply the other with any information which may be required in order to effectuate such filings, and (c) supply any additional information which reasonably may be required by the FTC, the DOJ or the competition or merger control authorities of any other Governmental Entity; provided, however, that Parent shall not be required to agree to any divestiture by Parent or Company or any of Parent's subsidiaries or affiliates of shares of capital stock or of any business, assets or property of Parent or its subsidiaries or affiliates or of Company, its affiliates, or the imposition of any limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.

    6.14  Disclosure Documents.

    (a) Neither the Schedule 14D-9 nor the Proxy Statement, nor any of the information supplied or to be supplied by Company or its subsidiaries or representatives for inclusion or incorporation by reference in the Offer Documents, the Registration Statement or the Post-Effective Amendment will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders or become effective under the Securities Act or, in the case of the Proxy Statement, at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the requirements of all applicable laws, including the Exchange Act and the rules and regulations thereunder. No representations or warranty is made by Company with respect to statements made or incorporated by reference in any such documents based on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein.

    (b) Neither the Offer Documents nor the Registration Statement nor the Post-Effective Amendment, nor any of the information supplied or to be supplied by Parent or its subsidiaries or representatives for inclusion or incorporation by reference in the Schedule 14D-9 or the Proxy Statement will, at the respective times any such documents or any amendments or supplements thereto are filed with the SEC, are first published, sent or given to stockholders or become effective under the Securities Act or, in the case of the Proxy Statement, at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Offer Documents and the Registration Statement and the Post-Effective Amendment will comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by Parent or Merger Sub with respect to statements made

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or incorporated by reference in any such documents based on information supplied by Company for inclusion or incorporation by reference therein.

    6.15  Inspection of Real Property.  From and after the date of this Agreement, Parent and its agents, contractors and representatives shall have the right and privilege of entering upon all properties owed or leased by Company and of reviewing Company's books and records regarding such properties from time to time as needed to make any inspections, evaluations, surveys or tests which Parent may reasonably deem necessary or appropriate. Without limiting the generality of the foregoing, Parent and its agents, contractors and representatives shall have the right and privilege of conducting such engineering studies, seismic tests, environmental studies (including, without limitation, surface and subsurface tests, borings and samplings) and surveys of such properties and such feasibility studies as Parent deems necessary or appropriate and to investigate all matters relating to zoning, use and compliance with other applicable laws regarding the use and occupancy of such properties and any proposed impositions, assessments and governmental regulations affecting such properties. Company shall cooperate reasonably with Parent in completing such inspections and evaluations. Parent's exercise of its right to inspect such properties, or Parent's election not to inspect any property, shall in no way be interpreted as a waiver of any of Parent's rights or remedies contained in this Agreement, including, without limitation, Parent's right to rely on Company's representations and warranties made herein.

    6.16  Product Support Obligations.  In connection with all press releases relating to this Agreement or the Offer, Parent and Company shall make public statements, which will be communicated in writing by each party to their respective sales forces and others, that: (i) Parent's belief in the iPower PC architecture and Company's belief in the Viewstation's architecture are significant factors in their decision to enter into this Agreement as it rounds out their respective product lines allowing them to address increasing customer demand for a broad range of video communication products for the expanding IP and circuit-switched broadband networks and (ii) after the consummation of the Offer and the Merger, in addition to its Viewstation products, Parent intends to sell and support Company's iPower PC based products, and to develop next generation appliance and PC products that leverage the best of breed features and functionality of the Viewstation and iPower PC platforms. In connection with all press releases relating to this Agreement or the Offer, both Parent and Company will state their respective individual beliefs that appliance and PC based architectures are needed to exploit pent up demand. Parent agrees that it will not issue press releases or make other public statements, or give instructions to its sales force, in contravention of the above obligations. Each of Parent and Company shall carry out its individual obligations under this Section 6.16 in all material respects. Parent and Company acknowledge that the agreements contained in this Section 6.16 are an integral part of the transactions contemplated by this Agreement.

    6.17  Tax Planning Cooperation.  Prior to the Expiration Date, the parties shall use their commercially reasonable efforts to cooperate in developing and implementing a comprehensive tax planning strategy for the combined entity.

    6.18  Company Affiliate Agreements.  Set forth in Section 6.18 of the Company Schedule is a complete and accurate list of those persons who may be deemed to be, in Company's reasonable judgment, affiliates of Company within the meaning of Rule 145 promulgated under the Securities Act (each, a "Company Affiliate"). Company will provide Parent with such information and documents as Parent reasonably requests for purposes of reviewing such list. Company has delivered herewith written Company Affiliate Agreements substantially in the form attached hereto as Exhibit D executed by all Company Affiliates as of the date hereof. Company will use its commercially reasonable efforts to deliver or cause to be delivered to Parent, on or as promptly as practicable following the date hereof, from each Company Affiliate that has not delivered a Company Affiliate Agreement on or prior to the date hereof, an executed Company Affiliate Agreement. Each Company Affiliate Agreement will be in full force and effect as of the Effective Time. Parent will be entitled to place appropriate legends on the certificates evidencing any Parent Common Stock to be received by a Company Affiliate pursuant

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to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the Parent Common Stock, consistent with the terms of the Company Affiliate Agreement.

    6.19  Nasdaq Listing.  Parent agrees to cause the listing on Nasdaq the shares of Parent Common Stock issuable, and those required to be reserved for issuance, in connection with the Offer and Merger, subject to official notice of issuance.

    6.20  Assumption of Executive Officer Change in Control Agreements.  Immediately prior to the closing of the Merger Parent hereby assumes and agrees to perform in the same manner and to the same extent as the Company would have been required to perform had the Merger not been consummated, the Executive Officer Change in Control Agreements entered into between the Company and certain individuals effective immediately prior to the execution of this Agreement. Parent will cause Company to perform its obligations under the Company's Key Employee Change in Control Severance Plan and Special Change in Control Severance Plan.

    6.21  Preference Stock.  On the date Merger Sub first accepts for payment Shares tendered pursuant to the Offer, the holders of Series A Preference Stock of the Company and the holders of Series B Preference Stock of the Company as of such date (to the extent that such shares shall not have previously been converted to Company Common Stock) shall be entitled to a payment equal to the purchase price each originally paid for the Series A Preference Stock and Series B Preference Stock upon issuance of such stock together with, in the case of the Series A Preferred Stock, any declared but unpaid dividends thereon, and, in the case of the Series B Preferred Stock, cumulative but unpaid dividends thereon. Company shall cause to be sent to each holder of Series A Preference Stock and Series B Preference Stock the Offer Documents and the Schedule 14D-9 concurrently with, and in the same manner as, such are sent to the holders of the Company Common Stock. In addition, the Company shall cause to be sent to each holder of Series A Preference Stock and Series B Preference Stock copies of any other documents filed with the SEC on a non-confidential basis promptly following the filing of such documents with the SEC.

    6.22  Convertible Note Financing.  In the event that each of the following events shall have occurred: (a) Company and Congress Financial Corporation (New England) ("Financial Lender") shall have entered into an amendment to the Loan and Security Agreement dated August 22, 2000 entered into by and between Financial Lender and Company (the "Facility") in a manner satisfactory to Parent, (b) Parent shall have made arrangements to cause a letter of credit to be issued to Lender in respect of Company's obligations to Financial Lender under the Facility, (c) Company shall have granted to Parent a second priority perfected security interest in substantially all of the assets of Company in a manner satisfactory to Parent, (d) Parent shall have been granted a first priority perfected security interest in the deposit account in which the $34,900,000 to be advanced to Company pursuant to the Senior Convertible Note—Series B will be held, such deposit account to be free and clear of all other liens, and (e) Company shall have executed and delivered to Parent the Convertible Notes, Note Agreement pursuant to which the Convertible Notes will be issued to Parent, and the Registration Rights Agreement then (i) $15,000,000 shall be released from the Escrow Fund (as defined in that certain Escrow Agreement, dated as of May 23, 2001, among Parent, Company and the Escrow Agent Party thereto) to Company pursuant to the Convertible Note—Series A, (ii) Parent shall execute and deliver to Company the Note Agreement and the Registration Rights Agreement, and (iii) the $34,900,000 to be advanced to Company pursuant to the Senior Convertible Note—Series B shall be released to Company pursuant to the Senior Convertible Note—Series B in the manner specified therein and in the Note Agreement pertaining thereto.

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ARTICLE VII
CONDITIONS TO THE MERGER

    7.1  Conditions.  The respective obligations of each party to consummate the Merger shall be subject to the satisfaction or waiver, where permissible, prior to the Effective Time, of the following conditions:

    (a)  Stockholder Approval.  If required by Delaware Law, this Agreement and the Merger shall have been duly approved and adopted by the holders of a majority of the outstanding shares of each class of the Company entitled to vote on this Agreement and the Merger, in accordance with applicable law and the Certificate of Incorporation and Bylaws of the Company;

    (b)  Purchase of Shares.  Merger Sub (or Parent) shall have purchased all of the Shares validly tendered pursuant to the Offer; and

    (c)  Litigation.  No court or other Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of the Merger (collectively, an "Order").

    (d)  Registration Statement.  The Registration Statement or the Post-Effective Amendment, as the case may be, shall have been declared effective and no stop order suspending effectiveness shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC.

    (e)  Listing.  The shares of Parent Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq, subject to official notice of issuance, or shall be exempt from such requirement under then applicable laws, regulations and rules of Nasdaq.

ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER

    8.1  Termination.  This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of Company):

    (a) by mutual written agreement of Company and Parent; or

    (b) by either Company or Parent, if:

     (i) the Offer shall have expired or been terminated in accordance with the terms of this Agreement without Parent or Merger Sub having accepted for exchange any Shares pursuant to the Offer, provided that Parent and Merger Sub shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b)(i) if the Offer is terminated or expires without Shares having been accepted for exchange as a result of a breach by Parent or Merger Sub of this Agreement; or

    (ii) the Offer has not been consummated on or before February 24, 2002 (the "End Date"); provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the principal cause of or resulted in the failure of the Offer to have been consummated on or before such date and such action or failure to act constitutes a material breach of this Agreement; or

    (iii) there shall be any applicable law or regulation that makes consummation of the Merger illegal or otherwise prohibited or any judgment, injunction, order or decree of any court or governmental body having competent jurisdiction enjoining Company or Parent from

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consummating the Merger is entered and such judgment, injunction, judgment or order shall have become final and nonappealable; or

    (c) at any time prior to the Appointment Date, by Company, upon a material breach of any covenant or agreement on the part of Parent set forth in this Agreement, or if any representation or warranty of Parent shall have been untrue or inaccurate when made or shall have become untrue or inaccurate such that, in the aggregate, in the case of such representations and warranties, such untruths or inaccuracies would reasonably be expected to have a Material Adverse Effect on Parent; provided, that if such untruth or inaccuracy in Parent's representations and warranties or breach by Parent is curable by Parent through exercise of its commercially reasonable efforts, then Company may not terminate this Agreement pursuant to this Section 8.1(c) until the earlier of (i) the expiration of a thirty (30) day period after delivery of written notice from Company to Parent of such untruth or inaccuracy or breach, or (ii) Parent ceasing to exercise commercially reasonable efforts to cure such untruth or inaccuracy or breach, provided, that Parent continues to exercise commercially reasonable efforts to cure such untruth or inaccuracy or breach (it being understood that Company may not terminate this Agreement pursuant to this Section 8.1(c) if such untruth or inaccuracy or breach by Parent is cured during such thirty-day period); or

    (d) at any time prior to the Appointment Date, by Parent, upon a material breach of any covenant or agreement on the part of Company set forth in this Agreement, or if any representation or warranty of Company shall have been untrue or inaccurate when made or shall have become untrue or inaccurate such that Merger Sub would not have been required to accept for exchange any Shares tendered pursuant to the Offer by virtue of clause (e) or (f) of the condition (v) of Annex A hereto if the expiration of the Offer had occurred on such date, provided, that if such untruth or inaccuracy in Company's representations and warranties or breach by Company is curable by Company through exercise of its commercially reasonable efforts, then Parent may not terminate this Agreement pursuant to this Section 8.1(d) until the earlier of (i) the expiration of a thirty (30) day period after delivery of written notice from Parent to Company of such untruth or inaccuracy or breach, or (ii) Company ceasing to exercise commercially reasonable efforts to cure such untruth or inaccuracy or breach, provided, that Company continues to exercise commercially reasonable efforts to cure such untruth or inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 8.1(d) if such untruth or inaccuracy or breach by Company is cured during such thirty-day period); or

    (e) by Parent, if an event has occurred or a circumstance has arisen that would reasonably be expected to have a Material Adverse Effect on the Company that is not curable by the Company through the exercise of its commercially reasonable efforts; or

    (f)  by Company, if an event has occurred or a circumstance has arisen that would reasonably be expected to have a Material Adverse Effect on Parent that is not curable by Parent through the exercise of its commercially reasonable efforts; or

    (g) by Parent if a Triggering Event shall have occurred; or

    (h) at any time prior to the Appointment Date, by Company, prior to acceptance for payment of Shares in the Offer, to enter into a definitive agreement with respect to an Acquisition Proposal, provided that, (i) Company is not in breach of its obligations under this Section 8.1(f) and under Section 6.4 hereof and continues to comply with all such obligations in all respects, (ii) the Company Board has authorized, subject to complying with the terms of this Agreement, Company to enter into a definitive written agreement for a transaction that constitutes a Superior Proposal, (iii) Company notifies Parent in writing that Company has received a Superior Proposal and intends to enter into a definitive agreement with respect to such Superior Proposal, attaching the most current version of such agreement to such notice, (iv) Parent does not make, within three

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(3) business days after receipt of Company's written notice of its intention to enter into a definitive agreement for a Superior Proposal, an offer that the Company Board in good faith reasonably determines, after consultation with a financial advisor of nationally recognized standing and its outside legal counsel, is at least as favorable to Company's stockholders as such Superior Proposal, (v) during such period Company has informed Parent of the terms and conditions of such Superior Proposal, and the identity of the person making such Superior Proposal, with the intent of enabling both parties to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (vi) prior to Company's termination pursuant to this Section 8.1(h), Company pays to Parent the Termination Fee required by Section 8.3, and (vii) following such termination Company enters into a definitive agreement to effect the Superior Proposal.

    For purposes of this Agreement, a "Triggering Event" shall be deemed to have occurred if, prior to the Effective Time: (i) the Company Board or any committee thereof shall have approved or recommended to Company stockholders any Acquisition Proposal, (ii) the Company Board or any committee thereof shall for any reason have withheld, withdrawn, amended or modified its recommendation in favor of the Offer, the adoption and approval of the Agreement or the approval of the Merger (the "Recommendations"); (iii) Company shall have failed to include the Recommendations in the Offer Documents or the Schedule 14D-9; (iv) Company shall have breached the provisions of Section 6.4 in any material respect; (v) Company shall have entered into any letter of intent or similar document or any agreement, contract or commitment (other than a confidentiality agreement as permitted by Section 6.4) accepting any Acquisition Proposal; or (vi) a tender or exchange offer shall have been commenced by a person unaffiliated with Parent, and Company shall not have sent to its security holders pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (10) business days after such tender or exchange offer is first published sent or given, a statement disclosing that Company recommends rejection of such tender or exchange offer and reaffirming the recommendations.

    The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.

    8.2  Notice of Termination; Effect of Termination.  Any proper termination of this Agreement under Section 8.1 above will be effective immediately (or if the termination is pursuant to Section 8.1(c) or (d) above and the proviso is applicable, thirty (30) days after) upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement under Section 8.1, this Agreement shall be of no further force or effect without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other parties hereto, except (i) as set forth in this Section 8.2, Section 8.3 and Article IX, each of which shall survive the termination of this Agreement, and (ii) that nothing herein shall relieve any party from liability for any intentional or willful breach of or fraud in connection with this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

    8.3  Fees and Expenses.

    (a)  General.  Except as set forth in this Section 8.3, all attorneys', accountants' and consultants' fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses whether or not the Merger is consummated; provided, however, that Parent and Company shall share equally all fees and expenses in relation to the printing, filing and mailing of the Offer Documents, Schedule 14D-9, Registration Statement, Post-Effective Amendment and Company Proxy Statement (including any preliminary materials related thereto and including the financial

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statements included therein and exhibits thereto) and any amendments or supplements thereto and any filing fees required to be paid under the HSR Act and in connection with any Foreign Filings.

    (b)  Company Payments.  If this Agreement is terminated by Parent or Company, as applicable, prior to the Effective Time pursuant to Sections 8.1(b)(i) or (ii) or Section 8.1(e), Company shall promptly, but in any event no later than one day after the date of such termination, pay Parent a fee equal to $14,500,000 in immediately available funds (the "Termination Fee"); provided, that in the case of a termination under Section 8.1(b)(i) or (ii) prior to which no Triggering Event has occurred, (i) such payment shall be made only if (A) following the date of this Agreement and prior to the termination of this Agreement, any Acquisition Proposal shall have been publicly announced or shall have become publicly known and shall not have been unconditionally and publicly withdrawn prior to the date that is five (5) business days prior to the date of any such termination, and (B) within nine (9) months following the termination of this Agreement, either a Company Acquisition (as defined below) is consummated, or Company enters into an agreement providing for a Company Acquisition and such Company Acquisition is later consummated, and (ii) such payment shall be made promptly, but in any event no later than one day after the consummation of such Company Acquisition. Company shall pay to Parent in immediately available funds an amount in cash equal to the Termination Fee prior to any termination of this Agreement by Company pursuant to Section 8.1(h).

    Company acknowledges that the agreements contained in this Section 8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if Company fails to pay in a timely manner the amounts due pursuant to this Section 8.3(b), and, in order to obtain such payment, Parent makes a claim that results in a judgment against Company, Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 8.3(b) at the prime rate Bank of America N.T. and S.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 8.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement.

    For the purposes of this Agreement, "Company Acquisition" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to which the shareholders of Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by Company of assets representing in excess of 50% of the aggregate fair market value of Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of Company.

    8.4  Amendment.  Subject to applicable law and to Section 1.3(c), this Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of Parent and Company.

    8.5  Extension; Waiver.  At any time prior to the Effective Time any party hereto may, to the extent legally allowed and except as otherwise set forth herein, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

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ARTICLE IX
GENERAL PROVISIONS

    9.1  Non-Survival of Representations and Warranties.  The representations, warranties and covenants of Company, Parent and Merger Sub contained in this Agreement shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time shall survive the Effective Time.

    9.2  Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):

    (a) if to Parent or Merger Sub, to:

Polycom, Inc.
1565 Barber Lane
Milpitas, CA 95035
Attention: Robert C. Hagerty and Frederick Gonzalez
Telecopy No.: (408) 474-2955

with a copy to:

Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Attention: Mark A. Bertelsen, Esq.
Telecopy No.: (650) 496-4367

    (b) if to Company, to:

PictureTel Corporation
100 Minuteman Road
Andover, MA 01810
Attention: Lewis Jaffe
Telecopy No.: (978) 292-3394

with a copy to:

Ropes & Gray
One International Place
Boston, MA 02110
Attention: Howard K. Fuguet, Esq.
Telecopy No.: (617) 951-7050

    9.3  Interpretation; Knowledge.

    (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement. Unless otherwise indicated the words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to "the business of" an entity, such reference shall be deemed to include the business of all direct and indirect subsidiaries of

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such entity. Reference to the subsidiaries of an entity shall be deemed to include all direct and indirect subsidiaries of such entity.

    (b) For purposes of this Agreement, the term "knowledge" means with respect to a party hereto, with respect to any matter in question, knowledge of the executive officers or directors of such party if: (a) such individual is actually aware of such fact or matter; or (b) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonable investigation concerning the existence of such fact or matter.

    (c) The word "agreement" when used herein shall be deemed in each case to mean any contract, commitment or other agreement, whether oral or written, that is legally binding.

    (d) For purposes of this Agreement, the term "person" shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

    (e) When used in connection with Parent or Company, as the case may be, the term "Material Adverse Effect" means any change or effect that, individually or when taken together with all other such changes or effects that have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), financial condition or results of operations of such entity and its subsidiaries, taken as a whole; provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, a Material Adverse Effect on any entity: (i) any change in such entity's stock price or trading volume or any failure by such entity to meet internal projections or forecasts or published revenue or earnings projections, in each case in and of itself; or (ii) any change or effect that results or arises from changes affecting any of the industries in which such entity operates generally or the United States economy generally (which changes or effects in each case do not materially disproportionately affect such entity); (iii) any change or effect that results or arises from changes affecting general worldwide economic or capital market conditions (which changes in each case do not materially disproportionately affect such entity) or (iv) any change or effect resulting from the disruption or loss of any existing or prospective customer, distributor or supplier relationships and any delays or cancellations in customer or distributor orders in that results from either the public announcement or pendency of the transactions contemplated hereby or, in the case of the Company, from a material breach by Parent of its obligations under Section 6.16 hereof.

    9.4  Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

    9.5  Entire Agreement; Third Party Beneficiaries.  This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Schedule and the Parent Schedule (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement; and (b) except with respect to the Indemnified Parties pursuant to Section 6.12, are not intended to confer upon any other person any rights or remedies hereunder.

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    9.6  Severability.  In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

    9.7  Other Remedies; Specific Performance.  Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

    9.8  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

    9.9  Rules of Construction.  The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

    9.10  Assignment.  No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

    9.11  WAIVER OF JURY TRIAL.  EACH OF PARENT, COMPANY AND MERGER SUB HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, COMPANY OR MERGER SUB IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

*****

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    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized respective officers as of the date first written above.

POLYCOM, INC.
By:	/s/ Robert C. Hagerty
Name:	Robert C. Hagerty
Title:	CEO
PHARAOH ACQUISITION CORP.
By:	/s/ Michael R. Kourey
Name:	Michael R. Kourey
Title:	CFO
PICTURETEL CORPORATION
By:	/s/ Lewis Jaffe
Name:	Lewis Jaffe
Title:	President & COO for PCTL

**** REORGANIZATION AGREEMENT ****

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ANNEX 1

    Certain Conditions of the Offer.  Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) the Parent's rights to extend and amend the Offer at any time in its sole discretion (subject to the provisions of the Agreement), Parent shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to the Parent's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate or amend the Offer as to any Shares not then paid for, if by the expiration of the Offer (as it may be extended in accordance with the requirements of Section 1.1) (i) any applicable waiting period under the HSR Act or any Foreign Filing has not expired or terminated, (ii) the Minimum Condition has not been satisfied, (iii) the Registration Statement shall not have become effective under the Securities Act or shall be the subject of any stop order or proceedings seeking a stop order, (iv) the shares of Parent Common Stock to be issued in the Offer and the Merger shall not have been approved for listing on Nasdaq, subject to official notice of issuance, and shall not be exempt from such requirement under then applicable laws, regulations and rules of Nasdaq, or (v) at any time on or after the date of the Agreement and before the time of acceptance for payment for any such Shares, any of the following events shall occur or shall reasonably be determined by the Parent to have occurred:

    (a) there shall be pending or overtly threatened in writing any suit, action or proceeding by any Governmental Entity against Parent, Merger Sub, the Company or any subsidiary of the Company (i) seeking to prohibit or impose any material limitations on Parent's or Merger Sub ownership or operation (or that of any of their respective subsidiaries or affiliates) of all or a material portion of their or the Company's businesses or assets, or to compel Parent, Merger Sub or their respective subsidiaries and affiliates to dispose of or hold separate any material portion of the business or assets of the Company or Parent and their respective subsidiaries, in each case taken as a whole, (ii) challenging the acquisition by Parent or Merger Sub of any Shares under the Offer, seeking to restrain or prohibit the making or consummation of the Offer or the Merger or the performance of any of the other transactions contemplated by this Agreement or the Company Tender and Voting Agreements (including the voting provisions thereunder), or seeking to obtain from the Company, Merger Sub or the Parent any damages that are material in relation to the Company and its subsidiaries taken as a whole, (iii) seeking to impose material limitations on the ability of Merger Sub, or render Merger Sub unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer and the Merger, (iv) seeking to impose material limitations on the ability of the Parent or Merger Sub effectively to exercise full rights of ownership of the Shares, including, without limitation, the right, to vote the Shares purchased by it on all matters properly presented to the Company's stockholders, (v) compel Parent or its affiliates to dispose of or hold separate any portion of the business or assets of Company or Parent and their respective subsidiaries which would be material in the context of Company and its subsidiaries taken as a whole or Parent and its subsidiaries taken as a whole, whichever is applicable, (vi) oblige Company, Parent or any of their respective subsidiaries to pay material damages in connection with the transactions contemplated by the Agreement, or (vii) which otherwise is reasonably likely to have a Material Adverse Effect on the Company or, as a result of the transactions contemplated by this Agreement, on Parent;

    (b) there shall be any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, or deemed applicable, pursuant to an authoritative interpretation by or on behalf of a Government Entity, to the Offer or the Merger, or any other action shall be taken by any Governmental Entity, other than the application to the Offer or the Merger of applicable waiting periods under the HSR Act, that, is reasonably likely to result, directly or indirectly, in any of the consequences referred to in clauses (i) through (iv) of paragraph (a) above;

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    (c) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on the Nasdaq, for a period in excess of 24 hours (excluding suspensions or limitations resulting solely from physical damage or interference with such exchanges not related to market conditions), (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory), (iii) a commencement of a war, armed hostilities or other international or national calamity directly involving the United States, (iv) any limitation (whether or not mandatory) by any United States governmental authority on the extension of credit generally by banks or other financial institutions, or (v) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;

    (d) the representations and warranties of Company contained in this Agreement (i) shall not have been true and correct in all respects as of the date of this Agreement and (ii) shall not be true and correct in all respects on and as of the date of the expiration of the Offer with the same force and effect as if made or as of such date, except, with respect to clauses (i) and (ii), (A) in each case, or in the aggregate, as does not constitute a Material Adverse Effect on Company; provided, however, that such Material Adverse Effect qualifier shall be inapplicable with respect to representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.15, 3.16(q)-(s), 3.18, 3.20 and 3.21 (the "Special Representations"), each of which individually shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the date of the expiration of the Offer, (B) for changes contemplated by this Agreement, and (C) for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct (subject to the Material Adverse Effect and materiality qualifications and limitations set forth in the preceding clause (A)) as of such particular date) (it being understood that, for purposes of determining the accuracy of such representations and warranties other than the Special Representations, (x) all "Material Adverse Effect" and materiality qualifications and other qualifications based on the word "material" or similar phrases contained in such representations and warranties shall be disregarded, and (y) any update of or modification to the Company Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

    (e) the Company shall have failed to perform in any material respect any material obligation or to comply in any material respect with any material agreement or covenant of the Company to be performed or complied with by it under this Agreement;

    (f)  the Company shall not have received the consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the Agreement, which consents, waivers and approvals are set forth in Section 6.7 of the Company Schedule;

    (g) any of the Executive Officer Change in Control Agreements shall fail to be in full force and effect; or

    (h) the Rights Plan Amendment shall fail to be in full force and effect; or

    (i)  the Agreement shall have been terminated in accordance with its terms;

which in the reasonable good faith judgment of Parent or Merger Sub, in any such case, and regardless of the circumstances (including any action or inaction by Parent or Merger Sub) giving rise to such condition makes it inadvisable to proceed with the Offer and/or with such acceptance for payment of or payment for Shares.

    The foregoing conditions are for the sole benefit of Parent and Merger Sub and may be waived by Parent or Merger Sub, in whole or in part at any time and from time to time in the sole discretion of Parent or Merger Sub. The failure by Parent or Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

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Exhibit 2

TENDER AND VOTING AGREEMENT

    TENDER AND VOTING AGREEMENT (this "Agreement"), dated as of May 24, 2001, by and among Polycom, Inc., a Delaware corporation ("Parent"), Pharaoh Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Parent, and each of the individuals listed on the Signature Pages hereto (each in his individual capacity, a "Stockholder", and collectively, the "Stockholders").

    WHEREAS, each of the Stockholders is, as of the date hereof, the record and beneficial owner of the shares of common stock, par value $0.01 per share, of PictureTel Corporation, a Delaware corporation (the "Company"), (the "Common Stock"), together with associated rights to purchase Junior Preference Stock, $0.01 par value per share, of the Company, set forth on Annex I hereto;

    WHEREAS, Parent, Purchaser and the Company concurrently herewith are entering into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement), which provides, among other things, for the acquisition of the Company by Parent by means of an exchange offer (the "Offer") by Purchaser for all of the outstanding shares of Common Stock, together with associated rights to purchase Junior Preference Stock, $0.01 par value per share, of the Company, and for the subsequent merger (the "Merger") of Purchaser with and into the Company upon the terms and subject to the conditions set forth in the Merger Agreement; and

    WHEREAS, as a condition to the willingness of Parent and Purchaser to enter into the Merger Agreement, and in order to induce Parent and Purchaser to enter into the Merger Agreement, the Stockholders have agreed (solely in his capacity as a stockholder of the Company) to enter into this Agreement.

    NOW, THEREFORE, in consideration of the execution and delivery by Parent and Purchaser of the Merger Agreement and the foregoing and the mutual representations, warranties, covenants and agreements set forth herein and therein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

    SECTION 1.  Representations and Warranties of the Stockholder.  Stockholder (i) is the beneficial owner of the shares of Common Stock and the options and warrants to purchase shares of Common Stock indicated on the final page of this Agreement, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances that, in each case, would deprive Parent of the benefits of this Agreement; (ii) does not beneficially own any securities of the Company other than the shares of Common Stock and options and warrants to purchase shares of Common Stock of the Company indicated on the final page of this Agreement; and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the proxy contained herein.

    SECTION 2.  Purchase and Sale of the Shares.  Each of the Stockholders hereby agrees that he shall tender, or if Stockholder holds his shares through a broker, instruct the broker to tender his Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Stockholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Purchaser hereby agrees to purchase all the Shares so tendered at a price per Share equal to the Offer Price (as defined in the Merger Agreement); provided, however, that Purchaser's obligation to accept for payment and pay for the Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex A thereto.

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    SECTION 3.  Transfer of the Shares.  Each of the Stockholders hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Effective Time or termination of the Merger Agreement pursuant to Article VIII thereof, he shall not cause or permit any Transfer (as defined below) of any of the Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer of any of the Shares, unless each person to which any such Shares, or any interest therein, is or may be Transferred shall have (i) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request) (the "Proxy"), and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement. A Stockholder shall be deemed to have effected a "Transfer" of Shares if such Stockholder directly or indirectly (i) sells, pledges, encumbers, grants an option with respect to, transfers or otherwise disposes of such Shares or any interest therein, or (ii) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Shares or any interest therein. Each of the Stockholders hereby also agrees that, at all times commencing with the execution and delivery of this Agreement until the Expiration Date, he shall not deposit, or permit the deposit of, any Shares in a voting trust, grant any proxy (other than the Proxy) in respect of the Shares, or enter into any stockholder agreement or similar arrangement or commitment in contravention of the obligations of such Stockholder under this Agreement with respect to any of the Shares.

    SECTION 4.  Grant of Irrevocable Proxy; Appointment of Proxy.  Concurrently with the execution of this Agreement, the Stockholder agrees to deliver to Parent the Proxy in the form attached hereto as Exhibit A, which shall be irrevocable to the fullest extent permissible by applicable law, with respect to the Shares.

    SECTION 5.  Certain Events.  In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Common Stock or the acquisition of additional shares of Common Stock or other securities or rights of the Company by any Stockholder, the number of Shares shall be adjusted appropriately, and this Agreement and the rights and obligations hereunder shall attach to any additional shares of Common Stock or other securities or rights of the Company issued to or acquired by any such Stockholder.

    SECTION 6.  Certain Other Agreements.  From and after the date of this Agreement until the Effective Time or termination of the Merger Agreement pursuant to Article VIII thereof, no Stockholder will, nor will any Stockholder authorize or permit any of such Stockholder's affiliates or any investment banker, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal, (iii) engage in discussions with any person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Transaction; provided, however, that nothing herein shall prohibit a Stockholder from taking action in his capacity as a director or officer of the Company to the extent otherwise permitted by the Merger Agreement.

    SECTION 7.  Further Assurances.  Each of the Stockholders shall, upon request of Parent or Purchaser, execute and deliver any additional documents and take such further actions as may reasonably be deemed by Parent or Purchaser to be necessary or desirable to carry out the provisions hereof and to vest in Parent the power to vote the Shares as contemplated by Section 4 hereof.

    SECTION 8.  Termination.  Except as otherwise provided in this Agreement, this Agreement, and all rights and obligations of the parties hereunder, shall terminate immediately upon the earlier of

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(i) the termination of the Merger Agreement in accordance with its terms or (ii) the Effective Time; provided, however, that Sections 9 and 11 shall survive any termination of this Agreement.

    SECTION 9.  Expenses.  All fees and expenses incurred by any one party hereto shall be borne by the party incurring such fees and expenses.

    SECTION 10.  Appraisal.  Each Stockholder also agrees not to exercise any rights (including, without limitation, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger.

    SECTION 11.  Miscellaneous.

    (a)  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

    (b)  Binding Effect and Assignment.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without prior written consent of the other.

    (c)  Amendments and Modification.  This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

    (d)  Specific Performance; Injunctive Relief.  The parties hereto acknowledge that Parent shall be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

    (e)  Notices.  All notices and other communications pursuant to this Agreement shall be in writing and deemed to be sufficient if contained in a written instrument and shall be deemed given if delivered personally, telecopied, sent by nationally-recognized overnight courier or mailed by

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registered or certified mail (return receipt requested), postage prepaid, to the parties at the following address (or at such other address for a party as shall be specified by like notice):

If to Parent:	Polycom, Inc. 1565 Barber Lane Milpitas, CA 95035 Attention: President Facsimile: (408) 526-9100
With a copy to:	Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 Attention: Mark Bertelsen, Esq. Facsimile No.: (650) 493-6811
If to the Stockholder:	To the address for notice set forth on the signature page hereof.
With a copy to:	Ropes & Gray One International Place Boston, MA 02110 Attention: Howard K. Fuguet, Esq. Telecopy No.: (617) 951-7050

    (f)  Governing Law.  This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the conflicts of law principles thereof.

    (g)  Entire Agreement.  This Agreement and the Proxy contain the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matter.

    (h)  Effect of Headings.  The section headings are for convenience only and shall not affect the construction or interpretation of this Agreement.

    (i)  Counterparts.  This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

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    IN WITNESS WHEREOF, each of Parent, the Purchaser and the Stockholders have caused this Agreement to be duly executed and delivered as of the date first written above.

POLYCOM, INC.
By:
	Name: Title:
PHARAOH ACQUISITION CORP.
By:
	Name: Title:
STOCKHOLDERS
Name:
Name:

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EXHIBIT A
IRREVOCABLE PROXY

    The undersigned stockholder of PictureTel Corporation, a Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law), solely in his capacity as a stockholder, appoints the directors on the Board of Directors of Polycom, Inc., a Delaware corporation ("Parent"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the "Shares") in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned stockholder of the Company as of the date of this Proxy are listed on the final page of this Proxy. Upon the execution of this Proxy by the undersigned, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned hereby agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date (as defined below).

    This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to that certain Tender and Voting Agreement of even date herewith by and between Parent and the undersigned stockholder, and is granted in consideration of Parent entering into that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Parent, Pharaoh Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and the Company, which provides for the merger of Purchaser with and into the Company in accordance with its terms (the "Merger"). As used herein, the term "Expiration Date" shall mean the earlier to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to its terms, or (ii) such date and time as the Merger shall become effective in accordance with the terms and conditions set forth in the Merger Agreement.

    The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date, to act as the undersigned's attorney and proxy to vote the Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting:

     (i) in favor of approval of the Merger and the adoption and approval of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and any action required in furtherance thereof;

    (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Merger Agreement;

    (iii) against any of the following actions (other than those actions that relate to the Merger and the transactions contemplated by the Merger Agreement): (A) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of the Company or any subsidiary of the Company with any party, (B) any sale, lease or transfer of any significant part of the assets of the Company or any subsidiary of the Company, (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any subsidiary of the Company, (D) any material change in the capitalization of the Company or any subsidiary of the Company, or the corporate structure of the Company or any subsidiary of the Company, or (E) any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; and

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    (iv) in favor of waiving any notice that may have been or may be required relating to any reorganization of the Company or any subsidiary of the Company, any reclassification or recapitalization of the capital stock of the Company or any subsidiary of the Company, or any sale of assets, change of control, or acquisition of the Company or any subsidiary of the Company by any other person, or any consolidation or merger of the Company or any subsidiary of the Company with or into any other person.

    The attorneys and proxies named above may not exercise this Proxy on any other matter except as provided above. The undersigned stockholder may vote the Shares on all other matters.

    Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned.

[Remainder of Page Intentionally Left Blank]

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    This Proxy is irrevocable (to the fullest extent permitted by law). This Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date.

Dated: May  , 2001

Signature of Stockholder:

Print Name of Stockholder:

Shares beneficially owned:

            shares of the Company Common Stock

            shares of the Company Common Stock issuable upon the exercise of outstanding options, warrants or other rights

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Exhibit 3

AFFILIATE AGREEMENT

THIS AFFILIATE AGREEMENT (this "Agreement") is made and entered into as of May 24, 2001, by and between Polycom, Inc., a corporation organized under the laws of the State of Delaware ("Parent"), and the undersigned stockholder who may be deemed an affiliate ("Affiliate") of PictureTel Corporation, a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

    A.  Parent, Pharaoh Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"), and the Company concurrently herewith are entering into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings ascribed to such terms in the Merger Agreement), which provides, among other things, for the acquisition of the Company by Parent by means of an exchange offer (the "Offer") by Purchaser for all of the outstanding shares of common stock, par value $0.01 per share of the Company, together with associated rights to purchase Junior Preference Stock, $0.01 par value per share, of the Company, (the "Company Capital Stock") and for the subsequent merger (the "Merger") of Purchaser with and into the Company upon the terms and subject to the conditions set forth in the Merger Agreement. As a result of the Offer or the Merger, Affiliate will receive cash and common stock, par value $0.0005 per share, of Parent (the "Parent Common Stock") in exchange for Company Capital Stock owned by Affiliate.

    B.  Affiliate has been advised that Affiliate may be deemed to be an "affiliate" of the Company, as the term "affiliate" is used for purposes of Rule 145 of the Rules and Regulations of the Securities and Exchange Commission and of Opinion 16 of the Accounting Principles Board.

    C.  The execution and delivery of this Agreement by Affiliate is a material inducement to Parent to enter into the Merger Agreement.

NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

    1.  Acknowledgments by Affiliate.  Affiliate acknowledges and understands that the representations, warranties and covenants by Affiliate set forth herein shall be relied upon by Parent, the Company and their respective affiliates, counsel and accounting firms, and that substantial losses and damages may be incurred by these persons if Affiliate's representations, warranties or covenants are breached. Affiliate has carefully read this Agreement and the Merger Agreement and has discussed the requirements of this Agreement with Affiliate's professional advisors, who are qualified to advise Affiliate with regard to such matters.

    2.  Beneficial Ownership of the Company Capital Stock.  The Affiliate is the sole record and beneficial owner of the number of shares of the Company Capital Stock set forth next to its name on the signature page hereto (the "Shares"). The Shares are not subject to any claim, lien, pledge, charge, security interest or other encumbrance or to any rights of first refusal of any kind. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Affiliate is party or by which it is bound obligating the Affiliate to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Shares or obligating the Affiliate to grant or enter into any such option, warrant, call, right, commitment or agreement. The Affiliate has the sole right to transfer such Shares. The Shares constitute all shares of the Company Capital Stock owned, beneficially or of record, by the Affiliate. The Shares are not subject to preemptive rights created by any agreement to which the Affiliate is party. The Affiliate has not

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engaged in any sale or other transfer of the Shares in contemplation of the Offer or the Merger. All shares of the Company Capital Stock and Parent Common Stock acquired by Affiliate subsequent to the date hereof (including shares of Parent Common Stock acquired in the Merger) shall be subject to the provisions of this Agreement as if held by Affiliate as of the date hereof.

    3.  Compliance with Rule 145 and the Securities Act.

    (a) Affiliate has been advised that (i) the issuance of shares of Parent Common Stock in connection with the Offer and the Merger is expected to be effected pursuant to a registration statement on Form S-4 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and the resale of such shares shall be subject to restrictions set forth in Rule 145 under the Securities Act, and (ii) Affiliate may be deemed to be an affiliate of the Company. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any Parent Common Stock issued to Affiliate in the Offer or the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Affiliate delivers to Parent a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act.

    (b) Execution of this Agreement shall not be considered an admission on Affiliate's part that he is an "affiliate" of the Company as described in the recitals to this Agreement, or as a waiver of any rights that Affiliate may have to object to any claim that Affiliate is such an affilate of the Company on or after the date of this Agreement.

    (c) Parent shall give stop transfer instructions to its transfer agent with respect to any Parent Common Stock received by Affiliate pursuant to the Merger and there shall be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance:

"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED."

The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and Parent shall so instruct its transfer agent, if Affiliate delivers to Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to Parent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

    (d) Parent hereby agrees that for so long as and to the extent necessary to permit Affiliate to sell Parent Common Stock pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, Parent shall (i) use its reasonable efforts to file on a timely basis, all reports and data required to be filed with the Securities and Exchange Commission by it pursuant to Section 13 of the Exchange Act of 1934, as amended.

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    4.  Termination.  This Agreement shall be terminated and shall be of no further force and effect in the event of the termination of the Merger Agreement pursuant to Article VIII of the Merger Agreement.

    5.  Miscellaneous.

    (a)  Waiver; Severability.  No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. In the event that any provision of this Agreement, or the application of any such provision to any person, entity or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons, entities or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

    (b)  Binding Effect and Assignment.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without prior written consent of the other party hereto.

    (c)  Amendments and Modification.  This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

    (d)  Injunctive Relief.  Each of the parties acknowledge that (i) the covenants and the restrictions contained in this Agreement are necessary, fundamental and required for the protection of Parent and the Company and to preserve for Parent the benefits of the Offer and the Merger; (ii) such covenants relate to matters which are of a special, unique, and extraordinary character that gives each of such covenants a special, unique, and extraordinary value; and (iii) a breach of any such covenants or any other provision of this Agreement shall result in irreparable harm and damages to Parent and the Company which cannot be adequately compensated by a monetary award. Accordingly, it is expressly agreed that in addition to all other remedies available at law or in equity, Parent and the Company shall be entitled to the immediate remedy of a temporary restraining order, preliminary injunction, or such other form of injunctive or equitable relief as may be used by any court of competent jurisdiction to restrain or enjoin any of the parties hereto from breaching any such covenant or provision or to specifically enforce the provisions hereof.

    (e)  Governing Law.  This Agreement shall be governed by and construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

    (f)  Entire Agreement.  This Agreement, the Merger Agreement and any other agreements referred to in the Merger Agreement set forth the entire understanding of Affiliate and Parent relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between Affiliate and Parent relating to the subject matter hereof and thereof.

    (g)  Further Assurances.  Affiliate shall execute and/or cause to be delivered to Parent such instruments and other documents and shall take such other actions as Parent may reasonably request to effectuate the intent and purposes of this Agreement.

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    (h)  Third Party Reliance.  Counsel to and independent auditors for Parent and the Company shall be entitled to rely upon this Affiliate Agreement.

    (i)  Survival.  The representations, warranties, covenants and other provisions contained in this Agreement shall survive the Merger.

    (j)  Notices.  All notices and other communications pursuant to this Agreement shall be in writing and deemed to be sufficient if contained in a written instrument and shall be deemed given if delivered personally, telecopied, sent by nationally-recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following address (or at such other address for a party as shall be specified by like notice):

If to Parent:	Polycom, Inc. 1565 Barber Lane Milpitas, CA 95035 Attention: President Facsimile: (408) 526-9100
With a copies to:	Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, California 94304 Attention: Mark Bertelsen, Esq. Facsimile: (650) 493-6811
If to Affiliate:	To the address for notice set forth on the signature page hereof.

    (k)  Counterparts.  This Agreement shall be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Affiliate Agreement to be duly executed on the day and year first above written.

POLYCOM, INC.	AFFILIATE
By:	By:
Name:	Affiliate's Address for Notice:
Title:
	Shares beneficially owned:
	shares of the Company Common Stock
	shares of the Company Common Stock issuable upon exercise of outstanding options and warrants
	shares of Parent Common Stock

[Signature Page to Affiliate Agreement]

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ANNEX B

Section 262 of the General Corporation Law of the State of Delaware

§ 262.  Appraisal rights.

    (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

    (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

    (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsections (f) of § 251 of this title.

    (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

    a.  Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

    b.  Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;

    c.  Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

    d.  Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

    (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

    (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

    (d) Appraisal rights shall be perfected as follows:

    (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder's shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

    (2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, each constituent corporation, either before the effective date of the merger or consolidation or within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section; provided that, if the notice is given on or after the effective date of the merger or consolidation, such notice shall be given by the surviving or resulting corporation to all such holders of any class or series of stock of a constituent corporation that are entitled to appraisal rights. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within twenty days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent

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to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

    (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

    (f)  Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

    (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

    (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all

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relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

    (i)  The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

    (j)  The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

    (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

    (l)  The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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The Exchange Agent:

.)

By Mail:
EquiServe Trust
Corporate Actions
Post Office Box 43014
Providence, RI 02940-3014 By Hand:
Securities Transfer & Reporting
c/o EquiServe Trust
100 William's Street, Galleria
New York, NY 10038 By Overnight:
EquiServe Trust
Attn: Corporate Actions
150 Royall Street
Canton, MA 02021
Facsimile (for eligible institutions only):
(781) 575-2233
Confirm facsimile by telephone ONLY:
(781) 575-3100

The Information Agent:

501 Madison Avenue, 20th Floor
New York, NY 10022
Banks and Brokers Call Collect: (212) 750-5833
(212) 750-5833

or

All others Call Toll Free: (888) 750-5834

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The certificate of incorporation of Polycom eliminates the liability of directors to Polycom for monetary damages for breach of fiduciary duty as a director to the fullest extent permissible under Delaware law, as such law exists currently or as it may be amended in the future. Under Delaware law, such provision may not eliminate or limit director monetary liability for:

•

breaches of the director's duty of loyalty to Polycom or its stockholders;



•

acts or omissions not in good faith or involving intentional misconduct or knowing violations of law;



•

the payment of unlawful dividends or unlawful stock repurchases or redemptions; or



•

transactions in which the director received an improper personal benefit.

    Such limitation of liability provisions also may not limit a director's liability for violation of, or otherwise relieve Polycom or its directors from the necessity of complying with, federal or state securities laws, or affect the availability of non-monetary remedies such as injunctive relief or rescission. Polycom's bylaws provide that Polycom shall indemnify its directors and officers and may indemnify its employees and other agents to the fullest extent permitted by law. Polycom believes that indemnification under its bylaws covers at least negligence and gross negligence on the part of indemnified parties. Polycom's bylaws also permit Polycom to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether Polycom would have the power to indemnify him or her against such liability under the General Corporation Law of Delaware. Polycom currently has secured such insurance on behalf of its officers and directors. Polycom has entered into agreements to indemnify its directors and officers, in addition to indemnification provided for in Polycom's bylaws. Subject to certain conditions, these agreements, among other things, indemnify Polycom's directors and officers for certain expenses (including attorney's fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of Polycom, arising out of such person's services as a director or officer of Polycom, any subsidiary of Polycom or any other company or enterprise to which the person provides services at the request of Polycom.

    Polycom's policy is to enter into indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed by Section 145 of the DGCL and Polycom's charter and bylaws, as well as certain additional procedural protections. In addition, these indemnification agreements provide that directors and officers will be indemnified to the fullest possible extent not prohibited by law against all expenses (including attorney's fees), judgments, fines, penalties and settlement amounts paid or incurred by them in an action or proceeding, including any action by or in the right of Polycom, arising out of such person's services as a director or officer of Polycom, any subsidiary of Polycom or any other company or enterprise to which such person provides services at the request of Polycom. The indemnification agreements do not require Polycom to indemnify or advance expenses to an indemnified party with respect to proceedings or claims initiated by the indemnified party and not by way of defense, except with respect to proceedings specifically authorized by the Board of Directors or brought to enforce a right to indemnification under the indemnification agreements, Polycoms's bylaws or any statute or law.

    Under the indemnification agreements and Sections 102 and 145 of the DGCL, Polycom is not obligated to indemnify the indemnified party

II–1

•

for any expenses incurred by the indemnified party with respect to any proceeding instituted by the indemnified party to enforce or interpret the indemnification agreements, if a court of competent jurisdiction determines that each of the material assertions made by the indemnified party in such proceeding was not made in good faith or was frivolous;



•

for any amounts paid in settlement of a proceeding unless Polycom consents to such settlement;



•

for any expenses incurred by the indemnified party with respect to any proceeding instituted by Polycom to enforce or interpret the indemnification agreements if a court determines that each of such defenses asserted by the indemnified party in such action was made in bad faith or was frivolous;



•

on account of any suit in which judgment is rendered against the indemnified party for an accounting of profits made from the purchase or sale by the indemnified party of securities of Polycom pursuant to the provisions of Section 16(b) of the Exchange Act and related laws;



•

on account of the indemnified party's acts or omissions which are finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct or a knowing violation of the law;



•

on account of any conduct from which the indemnified party derived an improper personal benefit;



•

on account of conduct the indemnified party believed to be contrary to the best interests of Polycom or its stockholders;



•

on account of conduct that constituted a breach of the indemnified party's duty of loyalty to Polycom or its stockholders; or



•

if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

    From and after the effective time of the merger, Polycom will cause the surviving corporation to fulfill and honor in all respects the obligations of PictureTel pursuant to any indemnification agreements between PictureTel and its directors or officers in effect immediately prior to the effective time of the merger and the indemnification provisions of the PictureTel charter documents in effect as of the date of the merger agreement, provided, however, that the foregoing obligations shall not extend to claims against PictureTel's officers and directors arising out of or in connection with the SEC's investigation of the restatement of the financial reports of PictureTel in certain periods of 1997 and 1998. The certificate of incorporation of the surviving corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the former directors and officers of PictureTel as those contained in PictureTel's charter documents as in effect on the date of the merger agreement, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the effective time of the merger, were directors, officers, employees or agents of PictureTel, unless such modification is required by law. Furthermore, Polycom has agreed to maintain for three years after the effective time of the merger, subject to certain cost limitations, a policy of directors' and officers' liability insurance covering the directors and officers of PictureTel.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Exhibits (see following page)

II–2

EXHIBIT INDEX

Exhibit Number	Description	Sequential Page Number
2.1	Agreement and Plan of Merger by and among Polycom, Inc., Pharaoh Acquisition Corp. and PictureTel Corporation dated as of May 24, 2001 (included as Annex A to the prospectus included as part of this Registration Statement).
2.2	Form of Tender and Voting Agreement by and among Polycom and certain stockholders of PictureTel (included in Annex A as Exhibit 2 to the prospectus included as part of this Registration Statement).
2.3	Form of Affiliate Agreement by and among Polycom and certain stockholders of PictureTel (included in Annex A as Exhibit 3 to the prospectus included as part of this Registration Statement).
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registrant's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 6, 2000).
3.2	Amended and Restated Bylaws (incorporated by reference from Exhibit 3.2 filed with Polycom's report on Form 10-K for the year ended December 31, 2000).
4.1	Specimen Common Stock certificate (incorporated by reference from Amendment No. 2 to the Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 19, 1996).
4.2	Amended and Restated Investor Rights Agreement, dated May 17, 1995, among the Registrant and the Investors named therein (incorporated by reference from Exhibit 4.3 to the Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 1996).
4.3	Preferred Shares Rights Agreement dated as of July 15, 1998, between Polycom, Inc. and BankBoston N.A., including the Certificate of Designation, the form of Rights Certification and the Summary of Rights Attached thereto as Exhibits A, B and C, respectively (incorporated by reference from Exhibit 4.4 to the Registrant's Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on March 2, 2001).
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, together with consent.
21.1	Subsidiaries of Polycom, Inc.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants (Polycom).
23.2	Consent of PricewaterhouseCoopers LLP, Independent Accountants (PictureTel).
23.3	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in exhibit 5.1).
24.1	Power of Attorney (included on page II-6 of this Registration Statement).
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.

II–3

99.3	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
99.4	Form of Letter to brokers, dealers, commercial banks, trust companies and other nominees.
99.5	Form of Letter to be used by brokers, dealers, commercial banks, trust companies and other nominees to their clients.
99.6	PictureTel Corporation 8% Senior Convertible Note due 2003, Series A in the original principle amount of $6,600,000 dated June 15, 2001
99.7	PictureTel Corporation 8% Senior Convertible Note due 2005, Series B in the original principle amount of $34,900,000 dated June 15, 2001
99.8	Amended and Restated Executive Officer Change of Control Agreement between PictureTel Corporation, Amit Akkad.
99.9	Amended and Restated Executive Officer Change of Control Agreement between PictureTel Corporation, David Snow.
99.10	Amended and Restated Executive Officer Change of Control Agreement between PictureTel Corporation, Dr. Norman Gaut.
99.11	Amended and Restated Executive Officer Change of Control Agreement between PictureTel Corporation, Jonathan Kosheff.
99.12	Amended and Restated Executive Officer Change of Control Agreement between PictureTel Corporation, Edward Semonite.
99.13	Amended and Restated Executive Officer Change of Control Agreement between PictureTel Corporation, Dalton Edgecomb.
99.14	Amended and Restated Executive Officer Change of Control Agreement between PictureTel Corporation, Lewis Jaffe.
99.15	Consent of Robertson Stephens, Inc.
99.16	Siren Wideband Audio Codec License Agreement among PictureTel Technology Corp., PictureTel Corporation and Polycom, Inc.
99.18	Note Agreement, dated as of June 15, 2001, entered into by and between PictureTel Corporation and Polycom, Inc.
99.19	Registration Rights Agreement, dated as of June 15, 2001, by and among PictureTel Corporation and Polycom, Inc.
99.20	Confidentiality Agreement, dated as of March 7, 2001, among Polycom, Inc. and PictureTel Corporation.
99.21	Voting Agreement between Polycom, Inc. and PictureTel Corporation dated as of June 15, 2001.

II–4

(b)

Financial Statement Schedules

    Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements, management's discussion and analysis or notes thereto.

ITEM 22. UNDERTAKINGS

    (1) The undersigned Registrant hereby undertakes:

(a)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.



(b)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(c)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

    (2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (3) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

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    (4) The undersigned Registrant hereby undertakes as follows: that prior to any public offering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the undersigned Registrant undertakes that such offering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

    (5) The Registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (6) Insofar as the indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

    (7) The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request.

    (8) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

II–6

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 15th day of June 2001.

POLYCOM, INC.
By:
	/s/ ROBERT C. HAGERTY
	Robert C. Hagerty
	Chief Executive Officer and President

    Each person whose signature appears below hereby constitutes and appoints Robert C. Hagerty and Michael R. Kourey, and each of them, with full power to act alone without the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4 and any and all amendments (including post-effective amendments and other amendments thereto) to such Registration Statement(s) and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ ROBERT C. HAGERTY
Robert C. Hagerty	Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)	June 15, 2001
/s/ MICHAEL R. KOUREY
Michael R. Kourey	Senior Vice President, Finance and Administration, Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer	June 15, 2001
/s/ BETSY ATKINS
Betsy Atkins	Director	June 15, 2001
John Seely Brown	Director	June 15, 2001

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/s/ JOHN A. KELLEY
John A. Kelley	Director	June 15, 2001
Stanley J. Meresman	Director	June 15, 2001
/s/ WILLIAM OWENS
William Owens	Director	June 15, 2001

II–8

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TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE PROPOSED COMBINATION
SUMMARY
FORWARD LOOKING STATEMENTS
RISK FACTORS
RISKS RELATING TO THE PROPOSED OFFER AND MERGER
RISKS RELATING TO POLYCOM
SELECTED HISTORICAL AND SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
Selected Unaudited Pro Forma Combined Consolidated Financial Data (In Thousands, Except Per Share Data)
Comparative Historical and Pro Forma Per Share Data
Polycom
PictureTel
Polycom and PictureTel
COMPARATIVE PER SHARE MARKET PRICE DATA
THE COMPANIES
BACKGROUND OF THE OFFER
REASONS FOR THE OFFER AND THE MERGER
THE OFFER
INTERESTS OF PICTURETEL OFFICERS AND DIRECTORS IN THE TRANSACTION
THE MERGER AGREEMENT
AGREEMENTS RELATED TO THE MERGER AGREEMENT
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET As of March 31, 2001 (in thousands)
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS For the Year ended December 31, 2000 (in thousands, except per share data)
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS For the Quarter ended March 31, 2001 (in thousands, except per share data)
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
COMPARISON OF RIGHTS OF HOLDERS OF PICTURETEL COMMON STOCK AND POLYCOM COMMON STOCK
DESCRIPTION OF POLYCOM CAPITAL STOCK
LEGAL OPINION
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION

SCHEDULE A

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF POLYCOM, INC. AND PHARAOH ACQUISITION CORP.

ANNEX A

AGREEMENT AND PLAN OF MERGER BY AND AMONG POLYCOM, INC., PHARAOH ACQUISITION CORP. AND PICTURETEL CORPORATION
TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER
RECITALS
ARTICLE I THE OFFER
ARTICLE II THE MERGER
ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
ARTICLE V INTERIM CONDUCT
ARTICLE VI ADDITIONAL AGREEMENTS
ARTICLE VII CONDITIONS TO THE MERGER
ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
ARTICLE IX GENERAL PROVISIONS
ANNEX 1

Exhibit 2

TENDER AND VOTING AGREEMENT
EXHIBIT A IRREVOCABLE PROXY

Exhibit 3

AFFILIATE AGREEMENT
RECITALS
ANNEX B
Section 262 of the General Corporation Law of the State of Delaware
PART II

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT INDEX

ITEM 22. UNDERTAKINGS

SIGNATURES

EX-5.1

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Exhibit 5.1

[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]

June 15, 2001

Polycom, Inc.
1565 Barber Lane
Milpitas, CA 95035

Re: Registration Statement on Form S-4

    We have examined the Registration Statement on Form S-4 to be filed by you with the Securities and Exchange Commission on or about June 18, 2001 ("the Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of up to 7,107,534 shares of your common stock, par value $0.0005 per share (the "Shares"), to be issued in exchange for shares of common stock, par value $0.01 per share (the "PictureTel Shares"), of PictureTel Corporation, a Delaware corporation ("PictureTel"), as described in the Registration Statement.

    We assume that the shares are to be issued in exchange for PictureTel Shares in a manner described in the Registration Statement. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance of the Shares.

    It is our opinion that the Shares to be issued pursuant to the Registration Statement, will be legally and validly issued, fully-paid and non-assessable.

    We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name whenever appearing in the Registration Statement, including the prospectus constituting a part thereof, and any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

/s/ WILSON SONSINI GOODRICH & ROSATI

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Exhibit 5.1

EX-21.1

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Exhibit 21.1

Subsidiaries of Polycom, Inc.

Entity Name	Country
Polycom, Inc. (Parent)	United States of America
Polycom Global, LLC	United States of America
Polycom Networks, Inc.	United States
Polycom Global, Inc.	Barbados
Polycom, K.K.	Japan
Polycom Hong Kong Limited	Hong Kong
Polycom Solutions Pte. Ltd.	Singapore
Polycom Global Pty. Ltd.	Australia
Poly Com, S. de R.L. C.V.	Mexico
Polyspan, Ltd.	United Kingdom
Polyspan, B.V.	Netherlands
Polyspan, S.A.R.L.	France
Polyspan, GmbH	Germany
Polyspan, AS	Norway
Polyspan Switzerland, GmbH	Switzerland
Polycom Global Company, Ltd.	Thailand
Polycom Israel, Ltd.	Israel

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Exhibit 21.1

Subsidiaries of Polycom, Inc.

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

    We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Polycom, Inc. of our report dated January 18, 2001 except as to the pooling of interest with Accord Networks, Ltd. which is as of February 28, 2001, relating to the consolidated financial statements and financial statement schedule for the year ended December 31, 2000, which appear in Polycom, Inc.'s Form 8-K filed on June 15, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP	/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California June 15, 2001

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Exhibit 23.1

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

    We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Polycom, Inc. of our report dated February 21, 2001 (which contains an explanatory paragraph relating to the Company's ability to continue as a going concern as described in Note 1 to the financial statements) relating to the financial statements, which appears in the PictureTel Corporation Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the incorporation by reference of our report dated February 21, 2001 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP	/s/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts June 15, 2001

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Exhibit 23.2

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

To Exchange Shares of Common Stock

of

PICTURETEL CORPORATION

Pursuant to the Prospectus Dated June 18, 2001

for

$3.11 NET IN CASH AND 0.1177 OF A SHARE OF COMMON STOCK
OF POLYCOM, INC. PER SHARE

by

PHARAOH ACQUISITION CORP.
a wholly owned subsidiary of
POLYCOM, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 17, 2001, UNLESS THE OFFER IS EXTENDED.

The Exchange Agent for the Offer is:

By Hand:	By Overnight Delivery:
Securities Transfer & Reporting c/o EquiServe Trust 100 Williams Street, Galleria New York, NY 10038	EquiServe Trust Attn: Corporate Actions 150 Royall Street Canton, MA 02021
By Mail:	By Facsimile Transmission: (For Eligible Institutions Only)
EquiServe Trust Corporate Actions Post Office Box 43014 Providence, RI 02940-3014	(781) 575-2233
Confirm Facsimile Transmission:
By Telephone Only:
(781) 575-3100

DESCRIPTION OF THE SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (please fill in, if blank, exactly as name(s) appear(s) on certificates(s))	Shares Tendered (attach additional signed list if necessary)
	Certificate Number(s)(1)	Number of Shares Represented by Certificate(s)(1)	Number of Shares Tendered(2)
Total Shares Tendered
(1) Need not be completed by Book-Entry Stockholders.
(2) Unless otherwise indicated, all shares represented by share certificates delivered to the Exchange Agent will be deemed      to have been tendered. See Instruction 4.
/ / Check here if certificates have been lost, destroyed or mutilated. See Instruction 11. Number of shares represented by      lost, destroyed or mutilated certificates:

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the exchange agent. You must sign this Letter of Transmittal in the appropriate space therefor provided below and complete the Substitute Form-W-9 set forth below.

The instructions contained within this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

    This Letter of Transmittal is to be used by stockholders of PictureTel Corporation if certificates for the Shares (as defined below) are to be forwarded herewith or, unless an Agent's Message (as defined in Instruction 2 below) is utilized, if delivery of the Shares is to be made by Book-Entry Transfer to an account maintained by the Exchange Agent at the Book-Entry Transfer Facility (pursuant to the procedures set forth under "The Offer—Procedure for Tendering" of the Prospectus). Holders who deliver Shares by Book-Entry Transfer are referred to herein as "Book-Entry Stockholders" and other stockholders who deliver Shares are referred to herein as "Certificate Stockholders."

    Stockholders whose certificates for the Shares are not immediately available or who cannot deliver either the certificates for, or comply with the book-entry transfer procedures on a timely basis with respect to, their Shares and all other documents required hereby to be delivered to the Exchange Agent on or prior to the expiration date of the Offer (the "Expiration Date") must tender their Shares pursuant to the guaranteed delivery procedures set forth under "The Offer—Guaranteed Delivery" of the Prospectus. See Instruction 2.

Delivery of documents to the book-entry transfer facility will not constitute delivery to the exchange agent.

/ /
Check here if tendered shares are being delivered by book-entry transfer to the exchange agent's account at the book-entry transfer facility and complete the following:

Name of Tendering Institution:

Account No.:

Transaction Code No.:

/ /
Check here if tendered shares are being delivered pursuant to a notice of guaranteed delivery previously sent to the exchange agent and complete the following:

Name(s) of Registered Owner(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

If delivery is by book-entry transfer, check box: / /

Account No.:

Transaction Code No.:

Note: Signatures must be provided below

Please read the instructions set forth in this Letter of Transmittal carefully

Ladies and Gentlemen:

    The undersigned hereby tenders to Pharaoh Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Polycom, Inc., a Delaware corporation ("Polycom") the above-described shares of common stock, $0.01 par value (the "Common Stock"), of PictureTel Corporation, a Delaware corporation (the "Company"), together with associated rights to purchase Junior Preference Stock ("Rights") pursuant to the Rights Agreement dated March 25, 1992, as amended, between the Company and The First National Bank of Boston (the Common Stock and the Rights together referred to herein as the "Shares"), for $3.11, net to the seller in cash, and 0.1177 of a share of common stock, $0.0005 par value, of Polycom, per Share (the "Common Stock Price"), upon the terms and subject to the conditions set forth in the Prospectus dated June 18, 2001 (as may from time to time be amended, supplemented or finalized, the "Prospectus") and in this related Letter of Transmittal (which, together with any

amendments or supplements hereto or thereto, collectively constitute the "Offer"). The undersigned understands that Purchaser reserves the right to transfer or assign, in whole at any time, or in part from time to time, to one or more of its affiliates, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for any Shares validly tendered and accepted for payment pursuant to the Offer. Receipt of the Offer is hereby acknowledged.

    The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 24, 2001 (the "Merger Agreement"), among the Company, Polycom and Purchaser.

    Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), subject to, and effective upon, acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to all the Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other shares of common stock or other securities issued or issuable in respect thereof on or after the date of the Prospectus (collectively, "Distributions")) and irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions), or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

    By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints Purchaser, its officers and designees, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of the Company's stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, and (iii) to otherwise act as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company's stockholders.

    The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions, that the undersigned owns the Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act, and that when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Exchange Agent for the account of Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by Purchaser in its sole discretion.

    All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. This tender is irrevocable; provided that Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided in the Prospectus, may also be withdrawn at any time after August 16, 2001, subject to the withdrawal rights set forth in the Prospectus.

    The undersigned understands that the valid tender of the Shares pursuant to any one of the procedures described in the Prospectus and in the Instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the terms of the Merger Agreement, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Prospectus, Purchaser may not be required to accept for payment any of the Shares tendered hereby.

    Unless otherwise indicated under "Special Payment Instructions," please issue the check for the purchase price of all Shares purchased and/or return any certificates for any Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under "Description of the Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price of all Shares purchased and/or return any certificates for any Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under "Description of the Shares Tendered." In the event that the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue the check for the purchase price of all Shares purchased and/or return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled "Special Payment Instructions," please credit any Shares tendered herewith by Book-Entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the "Special Payment Instructions" to transfer any Shares from the name of the registered holder thereof if Purchaser does not accept for payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7)	SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the purchase price of the Shares accepted for payment is to be issued in the name of someone other than the undersigned, if certificates for any Shares not tendered or not accepted for payment are to be issued in the name of someone other than the undersigned or if any Shares tendered hereby and delivered by Book-Entry transfer that are not accepted for payment are to be returned by credit to an account maintained at a Book-Entry Transfer Facility other than the account indicated above.	To be completed ONLY if certificates for any Shares not tendered or not accepted for payment and/or the check for the purchase price of any Shares accepted for payment is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under "Description of the Shares Tendered."
Issue check and/or stock certificates to:	Mail check and/or stock certificates to:
Name	Name
(Please Print)	(Please Print)
Address	Address
(Zip Code)	(Include Zip Code)
(Tax Identification or Social Security Number) (See Substitute Form W-9)
/ / Credit Shares delivered by Book-Entry transfer and not purchased to the Book-Entry Transfer Facility account.
(Account Number)

IMPORTANT

STOCKHOLDER: SIGN HERE
(Complete Substitute Form W-9 Below)

(Signature(s) of Owner(s))

Name(s)

Name of Firm
	(Please Print)

Capacity (full title)
	(See Instruction 5)

Address
	(Zip Code)

Area Code and Telephone Number

Taxpayer Identification or Social Security Number
	(See Substitute Form W-9)

Dated: ,

    (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5).

GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW.

Authorized signature(s)

Name(s)

Name of Firm
	(Please Print)

Address
	(Zip Code)

Area Code and Telephone Number

Dated: ,

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

    1.  Guarantee of Signatures.  No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in any of the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered herewith, unless such registered holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

    2.  Requirements of Tender.  This Letter of Transmittal is to be completed by stockholders of the Company either if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of the Shares is to be made by Book-Entry transfer pursuant to the procedures set forth herein and in the Prospectus. For a stockholder validly to tender Shares pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees or an Agent's Message (in connection with Book-Entry transfer of the Shares) and any other required documents, must be received by the Exchange Agent at one of its addresses set forth herein prior to the Expiration Date and either (i) certificates for tendered Shares must be received by the Exchange Agent at one of such addresses prior to the Expiration Date or (ii) Shares must be delivered pursuant to the procedures for Book-Entry transfer set forth herein and in the Prospectus and a Book-Entry Confirmation must be received by the Exchange Agent prior to the Expiration Date or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth herein and in the Prospectus.

    Stockholders whose certificates for the Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent prior to the Expiration Date or who cannot comply with the Book-Entry transfer procedures on a timely basis may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth herein and in the Prospectus.

    Pursuant to such guaranteed delivery procedures, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, must be received by the Exchange Agent prior to the Expiration Date and (iii) the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all tendered Shares), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or, in the case of a Book-Entry transfer, an Agent's Message, and any other required documents must be received by the Exchange Agent within three trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which the New York Stock Exchange is open for business.

    The term "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

    The signatures on this Letter of Transmittal cover the Shares tendered hereby.

    The method of delivery of the Shares, this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder. The Shares will be deemed delivered only when actually received by the Exchange Agent (including, in the case of a Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

    No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. All tendering stockholders, by executing this Letter of Transmittal (or a manually signed facsimile thereof), waive any right to receive any notice of acceptance of their Shares for payment.

    3.  Inadequate Space.  If the space provided herein under "Description of Shares Tendered" is inadequate, the number of Shares tendered and the certificate numbers with respect to such Shares should be listed on a separate signed schedule attached hereto.

    4.  Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer).  If fewer than all the Shares evidenced by any certificate delivered to the Exchange Agent herewith are to be tendered hereby, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificates will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date or the termination of the Offer. All Shares represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

    5.  Signatures on Letter of Transmittal; Stock Powers and Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

    If any of the Shares tendered hereby are held of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

    If any of the tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

    If this Letter of Transmittal or any stock certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of the authority of such person to so act must be submitted. If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment or certificates for any Shares not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

    If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares evidenced by certificates listed and transmitted hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

    6.  Stock Transfer Taxes.  Except as otherwise provided in this Instruction 6, Purchaser will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price of any Shares purchased is to be made to, or if certificates for any Shares not tendered or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

    Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates evidencing the Shares tendered hereby.

    7.  Special Payment and Delivery Instructions.  If a check for the purchase price of any Shares accepted for payment is to be issued in the name of, and/or certificates for any Shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal, or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Any stockholder(s) delivering Shares by Book-Entry transfer may request that Shares not purchased be credited to such account maintained at the Book-Entry Transfer Facility as such stockholder(s) may designate in the box entitled "Special Payment Instructions." If no such instructions are given, any such Shares not purchased will be

returned by crediting the account at the Book-Entry Transfer Facility designated above as the account from which such Shares were delivered.

    8.  Backup Withholding.  In order to avoid "backup withholding" of U.S. federal income tax on payments of cash pursuant to the Offer, a stockholder surrendering Shares in the Offer must, unless an exemption applies, provide the Exchange Agent with such stockholder's correct taxpayer identification number ("TIN") on the Substitute Form W-9 in this Letter of Transmittal and certify, under penalties of perjury, that such TIN is correct. If a tendering stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box on the Substitute Form W-9.

    If backup withholding applies, the Exchange Agent is required to withhold 31% of any cash payments to a stockholder. Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an appropriate claim.

    The stockholder is required to give the Exchange Agent the TIN (i.e., social security number or employer identification number) of the record owner of the Shares. If the Shares are held in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

    If the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such stockholder should write "Applied For" in the space provided for the TIN in Part 1 of the Substitute Form W-9 and sign and date the Substitute Form W-9, and the stockholder must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 31% on all payments made prior to the time a properly certified TIN is provided to the Exchange Agent. However, such amounts will be refunded to such stockholder if a TIN is provided to the Exchange Agent within 60 days.

    Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Foreign stockholders should complete and sign the main signature form and a Form W-8 BEN or other Form W-8, as appropriate, copies of which may be obtained from the Exchange Agent or from the Internal Revenue Service website at www.irs.gov, or otherwise establish a valid exemption from withholding in order to avoid backup withholding. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions.

    9.  Requests for Assistance or Additional Copies.  Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at the addresses and phone numbers set forth below.

    Requests for additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent at its address and phone number set forth below. You may also contact your broker, dealer, commercial bank or trust companies or other nominee for assistance concerning the Offer.

    10.  Waiver of Conditions.  Subject to the Merger Agreement, Purchaser reserves the absolute right in its sole discretion to waive, at any time or from time to time, any of the specified conditions of the Offer, in whole or in part, in the case of any Shares tendered. In the Merger Agreement, Purchaser has agreed, among other things, that it will not, without the prior written consent of the Company, waive the Minimum Condition.

    11.  Lost, Destroyed or Stolen Certificates.  If any certificate(s) representing Shares has been lost, destroyed or stolen, the stockholder should check the box immediately preceding the special payment/special delivery instructions and indicate the number of Shares lost and should promptly notify the transfer agent, EquiServe at (866) 367-6358. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.

Important: This Letter of Transmittal (or a manually signed facsimile hereof) together with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message, and any other required documents, must be received by the exchange agent prior to the expiration date and either certificates for tendered shares must be received by the exchange agent or shares must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the expiration date or the tendering stockholders must comply with the procedures for guaranteed delivery.

PAYOR'S NAME: [            ]
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service	Name ____________________________________________ Address ____________________________________________ _____________________________________________________ (City)       (State)       (Zip Code)

Payer's Request for Taxpayer Identification Number (TIN)	Check appropriate box:
	Individual	/ /	Corporation	/ /
	Partnership	/ /	Other (specify)	/ /

Part I.—Please provide your taxpayer identification number in the space at right. If awaiting TIN, write "Applied For." SSN:
or
EIN:

Part II.—For payees exempt from backup withholding. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9."

Part III.—CERTIFICATION Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),

(3) I am not subject to backup withholding either because: (a) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interests or dividends, or (b) the IRS has notified me that I am no longer subject to backup withholding, and

(4) I am a U.S. person (including a U.S. resident alien)

Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).

	SIGNATURE
	DATE
NOTE: Failure to complete and return this form may result in backup withholding of 31% of any payments made to you pursuant to the offer. Please review the enclosed guidelines for certification of taxpayer identification number on Substitute Form-W-9 for additional details.

    Questions and requests for assistance may be directed to the Information Agent at the telephone numbers and location listed below. Requests for additional copies of the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may also be directed to the Information Agent at its telephone number and location listed below, and will be furnished promptly at Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

501 Madison Avenue, 20th Floor
New York, NY 10022
Banks and Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free (888) 750-5834

The Exchange Agent for the Offer is:

By Hand:	By Overnight Delivery:
Securities Transfer & Reporting c/o EquiServe Trust 100 Williams Street, Galleria New York, NY 10038	EquiServe Trust Attn: Corporate Actions 150 Royall Street Canton, MA 02021
By Mail:	By Facsimile Transmission: (For Eligible Institutions Only)
EquiServe Trust Corporate Actions Post Office Box 43014 Providence, RI 02940-3014	(781) 575-2233
Confirm Facsimile Transmission:
By Telephone Only:
(781) 575-3100

EX-99.2

EXHIBIT 99.2

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

    If you are in any doubt as to the action to be taken, you should seek your own financial advice immediately from your own appropriately authorized independent financial advisor. If you have sold or transferred all of your registered holdings of Shares (as defined below), please forward this document and all accompanying documents to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

NOTICE OF GUARANTEED DELIVERY

for

Tender of Shares of Common Stock

of

PICTURETEL CORPORATION

to

PHARAOH ACQUISITION CORP.
a wholly owned subsidiary of
POLYCOM, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JULY 17, 2001, UNLESS THE OFFER IS EXTENDED.

    As set forth under "The Offer—Guaranteed Delivery" in the Prospectus, dated June 18, 2001 (as may from time to time be amended, supplemented or finalized, the "Prospectus"), this form (or a copy hereof) must be used to accept the Offer (as defined below) if (i) certificates (the "Certificates") representing shares of common stock, $0.01 par value (the "Common Stock"), of PictureTel Corporation, a Delaware corporation (the "Company"), together with associated rights to purchase Junior Preference Stock ("Rights") issued pursuant to the Rights Agreement dated March 25, 1992, as amended, between the Company and The First National Bank of Boston (the Common Stock and the Rights together being referred to herein as the "Shares"), are not immediately available, (ii) if the procedures for Book-Entry Transfer cannot be completed on a timely basis or (iii) time will not permit the Certificates and all other required documents to reach EquiServe Trust Company, N.A. (the "Exchange Agent") prior to the Expiration Date (as defined in the Letter of Transmittal). This Notice of Guaranteed Delivery may be delivered by hand, by mail or by overnight courier or transmittal by facsimile transmission to the Exchange Agent and must include a signature guarantee by an Eligible Institution (as defined in the Letter of Transmittal) in the form set forth herein. See the guaranteed delivery procedures described in the Prospectus under "The Offer—Guaranteed Delivery".

The Exchange Agent for the Offer is:

By Hand:	By Overnight Delivery:
Securities Transfer & Reporting c/o EquiServe Trust 100 Williams Street, Galleria New York, NY 10038	EquiServe Trust Attn: Corporate Actions 150 Royall Street Canton, MA 02021
By Mail:	By Facsimile Transmission: (For Eligible Institutions Only)
EquiServe Trust Corporate Actions Post Office Box 43014 Providence, RI 02940-3014	(781) 575-2233
Confirm Facsimile Transmission:
By Telephone Only:
(781) 575-3100

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of instructions via facsimile number other than as set forth above will not constitute a valid delivery.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

    The undersigned hereby tenders to Pharaoh Acquisition Corp., a Delaware corporation ("Purchaser") and wholly owned subsidiary of Polycom, Inc. ("Polycom"), a Delaware corporation, upon the terms and subject to the conditions set forth in Polycom's Prospectus dated June 18, 2001 (as may from time to time be amended, supplemented or finalized, the "Prospectus") and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares set forth below of common stock, $0.01 par value (the "Common Stock"), of PictureTel Corporation, a Delaware corporation (the "Company"), together with associated rights to purchase Junior Preference Stock ("Rights") issued pursuant to the Rights Agreement dated March 25, 1992, as amended, between the Company and The First National Bank of Boston (the Common Stock and the Rights together being referred to herein as the "Shares"), pursuant to the guaranteed delivery procedures set forth in the Prospectus.

Signature(s)

Name(s) of Record Holder(s)
	Please Print or Type

Number of Shares

Certificate No.(s) (If Available)

Dated ,

Address(es)
	Zip Code

Area Code and Tel. No.(s)

Taxpayer Identification or Social Security Number

Check box if Shares will be tendered by Book-Entry Transfer: / /

Account Number

2

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED

GUARANTEE
(Not to Be Used for Signature Guarantee)

    The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchange Medallion Program or an "eligible guarantor institution" as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby (a) represents that the above named person(s) "own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender of Shares complies with Rule 14e-4 and (c) guarantees to deliver to the Exchange Agent either certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of Book-Entry Transfer of such Shares into the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined in the Letter of Transmittal), and any other required documents, within three Nasdaq trading days after the date hereof.

Name of Firm

Address

Zip Code

Area Code and Tel. No.

Authorized Signature

Name
	Please Print or Type

Title

Date ,

NOTE:
DO NOT SEND CERTIFICATES FOR THE SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.

3

EX-99.3

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens: i.e., 000-00-000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

For this type of account:			Give the social security number of—
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship		The owner(3)
For this type of account:			Give the employer identification number of—
6.	Sole proprietorship		The owner(3)
7.	A valid trust, estate, or pension trust		The legal entity(4)
8.	Corporate		The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
10.	Partnership		The partnership
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments		The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

   If you don't have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•

An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).



•

The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.



•

An international organization or any agency or instrumentality thereof.



•

A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A corporation.



•

A financial institution.



•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.



•

A real estate investment trust.



•

A common trust fund operated by a bank under Section 584(a).



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A foreign central bank of issue.



•

A trust exempt from tax under Section 664 or described in Section 4947.

Payment of dividends and patronage dividends generally exempt from backup withholding include:

•

Payments to nonresident aliens subject to withholding under Section 1441.



•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.



•

Payments of patronage dividends not paid in money.



•

Payments made by certain foreign organizations.



•

Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.



•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).



•

Payments described in Section 6049(b)(5) to nonresident aliens.



•

Payments on tax-free covenant bonds under Section 1451.



•

Payments made by certain foreign organizations.



•

Mortgage or student loan interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N and the regulations thereunder.

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, write "EXEMPT" in Part 2 of the form, sign and date the form and return it to the payer if the payments are of interest, dividends, or patronage dividends.

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.4

EXHIBIT 99.4

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022

OFFER TO EXCHANGE

Each Outstanding Share of Common Stock

of

PICTURETEL CORPORATION

for

$3.11 NET IN CASH AND 0.1177 OF A SHARE OF COMMON STOCK OF POLYCOM, INC.

by

PHARAOH ACQUISITION CORP.
a wholly owned subsidiary of
POLYCOM, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JULY 17, 2001, UNLESS THE OFFER IS EXTENDED.

June 18, 2001

To Brokers, Dealers, Commercial Banks,
Trust Companies And Other Nominees:

    This letter relates to the offer by Pharaoh Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Polycom, Inc., a Delaware corporation ("Polycom") to exchange each outstanding share of common stock, $0.01 par value (the "Common Stock"), of PictureTel Corporation, a Delaware corporation (the "Company"), together with associated rights to purchase Junior Preference Stock ("Rights") issued pursuant to the Rights Agreement dated March 25, 1992, as amended, between the Company and The First National Bank of Boston (the Common Stock and the Rights together referred to herein as the "Shares") for $3.11 net to the seller in cash and 0.1177 of a share of common stock, par value $0.0005, of Polycom upon the terms and subject to the conditions set forth in the Prospectus filed by Polycom on June 18, 2001 (as may from time to time be amended, supplemented or finalized, the "Prospectus"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The Offer is being made in connection with the Agreement and Plan of Merger by and among Polycom, Purchaser and the Company, dated as of May 24, 2001 (the "Merger Agreement"). The Merger Agreement provides, among other things, that following completion of the Offer, Purchaser will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Polycom. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

    The Offer is subject to several conditions set forth in the Prospectus, which you should review in detail.

    For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1.

The Prospectus dated June 18, 2001.

2.

The Letter of Transmittal to tender Shares for your use and for the information of your clients. Facsimile copies of the Letter of Transmittal may be used to tender Shares.



3.

The Notice of Guaranteed Delivery for Shares to be used to accept the Offer if the procedures for tendering Shares set forth in the Prospectus cannot be completed, prior to 12:00 midnight New York City time, on Tuesday, July 17, 2001, unless the Offer is extended (the "Expiration Date").



4.

A printed form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer.



5.

A copy of the Company's Solicitation/Recommendation Statement on Schedule 14D-9 dated June 18, 2001, which has been filed by the Company with the Securities and Exchange Commission.



6.

Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9.



7.

A return envelope addressed to EquiServe Trust Company, N.A. (the "Exchange Agent").

    Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for exchange shares of Common Stock which are validly tendered prior to the Expiration Date and not theretofore properly withdrawn when and if Purchaser gives oral or written notice to the Exchange Agent of Purchaser's acceptance of such shares of Common Stock for exchange pursuant to the Offer. Notwithstanding any other provision of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Exchange Agent of (i) certificates evidencing such Shares (the "Certificates") or, if such Shares are held in book-entry form, timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such Shares into the account of the Exchange Agent, at The Depository Trust Company, (ii) a properly completed and duly executed Letter of Transmittal or a copy thereof with any required signature guarantees (or, in the case of a Book-Entry Transfer, an Agent's Message (as defined in the Letter of Transmittal) in lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal.

    Neither Polycom nor Purchaser nor any officer, director, stockholder, agent or other representative of Polycom or Purchaser will pay any fees or commissions to any broker or dealer or other person (other than the Information Agent and the Exchange Agent and as described in the Prospectus) with respect to soliciting tenders of shares of Common Stock pursuant to the Offer.

    Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling costs incurred by them in forwarding the enclosed materials to their customers.

We urge you to contact your clients as promptly as possible. Please note that the offer and withdrawal rights expire at 12:00 midnight, New York City time, on Tuesday, July 17, 2001 unless the offer is extended.

    In order to take advantage of the Offer, Certificates, as well as a Letter of Transmittal (or copy thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a Book-Entry Transfer, an Agent's Message in lieu of the Letter of Transmittal), and all other documents required by the Letter of Transmittal must be received by the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

    Any holder of Shares who desires to tender Shares and whose Certificate(s) evidencing such Shares are not immediately available, or who cannot comply with the procedures for Book-Entry Transfer described in the Prospectus on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in "The Offer—Guaranteed Delivery" of the Prospectus.

    Any inquiries you may have with respect to the Offer should be addressed to Innisfree M&A Incorporated, the Information Agent for the Offer, at (212) 750-5833 (call collect).

    Requests for copies of the enclosed materials may also be directed to the Information Agent at the above address and telephone number.

Very truly yours,

Innisfree M&A Incorporated

Nothing contained herein or in the enclosed documents shall constitute you the agent of Polycom, Purchaser, the Company, the Information Agent, the Exchange Agent, or any affiliate of any of the foregoing, or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the offer other than the documents enclosed herewith and the statements contained therein.

EX-99.5

EXHIBIT 99.5

OFFER TO EXCHANGE

Each Outstanding Share of Common Stock

of

PICTURETEL CORPORATION

for

$3.11 NET IN CASH AND 0.1177 OF A SHARE OF COMMON STOCK OF
POLYCOM, INC.

by

PHARAOH ACQUISITION CORP.
a wholly owned subsidiary of
POLYCOM, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON TUESDAY, JULY 17, 2001, UNLESS THE OFFER IS EXTENDED.

June 18, 2001

To Our Clients:

    Enclosed for your consideration are the Prospectus, dated June 18, 2001 (as may from time to time be amended, supplemented or finalized, the "Prospectus") and, the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") in connection with the offer by Pharaoh Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Polycom, Inc., a Delaware corporation ("Polycom") to exchange each outstanding share of common stock, $0.01 par value (the "Common Stock") of PictureTel Corporation, a Delaware corporation (the "Company"), together with associated rights to purchase Junior Preference Stock ("Rights") issued pursuant to the Rights Agreement dated as of March 25, 1992, as amended, between the Company and The First National Bank of Boston (the Common Stock and the Rights together being referred to herein as the "Shares") for $3.11, net to the seller in cash, and 0.1177 of a share of common stock, par value $0.0005, of Polycom, upon the terms and subject to the conditions set forth in the Prospectus and in the related Letter of Transmittal. The Offer is being made in connection with the Agreement and Plan of Merger by and among Polycom, Purchaser and the Company, dated as of May 24, 2001 (the "Merger Agreement"). The Merger Agreement provides, among other things, that following completion of the Offer, Purchaser will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Polycom.

We are (or our nominee is) the holder of record of the Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

    Accordingly, we request instructions as to whether you wish us to tender on your behalf any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Prospectus. Your attention is invited to the following:

1.

The consideration per Share is $3.11, net to the seller in cash without interest, and 0.1177 of a share of common stock of Polycom.

2.

The Offer is being made for all outstanding Shares.

3.

The Board of Directors of the Company, by a unanimous vote of its directors at a meeting of the Board of Directors held on May 24, 2001, determined that the Agreement and Plan of Merger, dated as of May 24, 2001 by and among Polycom, Purchaser and the Company (the "Merger Agreement") and the transaction contemplated thereby, including the Offer and the

Merger, taken together, are at a price and on terms that are advisable and fair to and in the best interests of the Company and its stockholders, approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in all respects, and as of that date, resolved to recommend that the Company's stockholders accept the Offer and tender their Shares in the Offer and approve and adopt the Merger Agreement and the Merger.

4.

The Offer and withdrawal rights expire at 12:00 midnight, New York City time, on Tuesday, July 17, 2001, unless the Offer is extended (the "Expiration Date").

5.

The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the Expiration Date a number of Shares representing a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon conversion of the Company's Series A Preference Stock and Series B Preference Stock and upon exercise of all vested options to purchase Common Stock of the Company and Warrants to purchase Common Stock of the Company that are scheduled to vest (after giving effect to any acceleration that would occur as a result of the consummation of the transactions contemplated by the Merger Agreement) prior to February 24, 2002, but excluding any Shares held by the Company or any of its subsidiaries and excluding any Shares issuable upon conversion of any senior convertible notes issued by the Company to Polycom pursuant to the Note Agreement between the Company and Polycom.

6.

Tendering holders of Shares ("Holders") whose Shares are registered in their own name and who tender directly to EquiServe Trust Company, N.A., as exchange agent (the "Exchange Agent"), will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. However, federal income tax backup withholding at a rate of 31% may be required, unless an exemption is available or unless the required tax identification information is provided. See Instruction 8 of the Letter of Transmittal.

7.

Notwithstanding any other provision of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Exchange Agent of (i) certificates evidencing such Shares (the "Certificates") or, if such Shares are held in book-entry form, timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such Shares into the account of the Exchange Agent, at The Depository Trust Company, (ii) a properly completed and duly executed Letter of Transmittal or a copy thereof with any required signature guarantees (or, in the case of a Book-Entry Transfer, an Agent's Message (as defined in the Letter of Transmittal) in lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering Holders may be paid at different times depending upon when Certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Exchange Agent. Under no circumstances will interest be paid on the purchase price of the Shares to be paid by Purchaser, regardless of any extension of the Offer or any delay in making such payment.

    The Offer is being made only by the Prospectus and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of the Shares. The Offer will not be made to (and tenders will not be accepted from or on behalf of) tendering holders of Shares in any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any state statute.

    If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form set forth herein. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified below. An envelope to return your instructions to us is enclosed. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date.

2

INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE
ALL OUTSTANDING SHARES OF COMMON STOCK

of

PICTURETEL CORPORATION

for

$3.11 NET IN CASH AND 0.1177 OF A SHARE OF COMMON STOCK OF
POLYCOM, INC. PER SHARE

by

PHARAOH ACQUISITION CORP.
a wholly owned subsidiary of
POLYCOM, INC.

    The undersigned acknowledge(s) receipt of your letter, the enclosed Prospectus, dated June 18, 2001, and the related Letter of Transmittal (which, as they may be amended and supplemented from time to time, together constitute the "Offer") in connection with the offer by Pharaoh Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Polycom, Inc., a Delaware corporation ("Polycom") to purchase all outstanding shares of common stock, $0.01 par value (the "Common Stock"), of PictureTel Corporation, a Delaware corporation (the "Company"), together with associated rights to purchase Junior Preference Stock ("Rights") issued pursuant to the Rights Agreement dated as of March 25, 1992, as amended, between the Company and The First National Bank of Boston (the Common Stock and the Rights together being referred to herein as the "Shares") at $3.11, net to the seller in cash, and 0.1177 of a share of common stock par value $0.0005, of Polycom per Share, upon the terms and subject to the conditions set forth in the Prospectus and in the related Letter of Transmittal.

    This will instruct you to tender to Purchaser the number of Shares indicated below (or, if no number is indicated below, all Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

	SIGN HERE
Number of Shares to Be Tendered:*	Signature(s)

Account No.:
Print Name(s)

Dated:	Address(es)
	Area Code and Telephone Number
	Tax Identification or Social Security Number

    * Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

3

EX-99.6

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EXHIBIT 99.6

THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

THE INDEBTEDNESS REPRESENTED BY THIS SECURITY IS SUBORDINATED TO THE SENIOR OBLIGATIONS, AS DEFINED IN AND PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT MADE AS OF JUNE 15, 2001 BY AND AMONG CONGRESS FINANCIAL CORPORATION (NEW ENGLAND), PICTURETEL CORPORATION, CERTAIN SUBSIDIARIES OF PICTURETEL CORPORATION, AND POLYCOM, INC.

PICTURETEL CORPORATION

8% SENIOR CONVERTIBLE NOTE DUE 2003
SERIES A

No. A-1 $6,600,000

    PictureTel Corporation, a Delaware corporation (the "Company"), for value received, hereby promises to pay to Polycom, Inc., or registered assigns, the principal sum of Six Million Six Hundred Thousand Dollars ($6,600,000) plus any Drawn Amounts (as defined below) on June 15, 2003 and to pay interest thereon, from June 15, 2001, or from the most recent interest payment date to which interest has been paid, quarterly on August 31, November 30, February 28 and May 31 in each year, commencing August 31, 2001, at the rate of 8% per annum until the principal hereof is due and in the manner set forth below.

    The Company, at its option, may pay interest due on each interest payment date either in cash or by issuing a note in the form of Exhibit A hereto (a "PIK Note") having a principal amount equal to the interest due on such date. Interest shall accrue at the rate of 16% per annum on any overdue principal, and to the extent permitted by law, on any overdue interest and in each case shall be payable in cash. The interest so payable on any interest payment date or the PIK Note so issuable will be paid or issued to the Person in whose name this Security (or one or more predecessor Securities) is registered at 5:00 p.m., New York City time, on the regular record date for such interest, which shall be the date two business days immediately prior to the interest payment date.

    Payment of the principal of this Security shall be made upon the surrender of this Security to the Company, at its chief executive office (or such other office within the United States as shall be designated by the Company to the holder hereof) (the "Designated Office"), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Payment of interest in cash and all other amounts payable in cash with respect to this Security shall be made by wire transfer to the holder, provided that if the holder shall not have furnished wire instructions in writing to the Company no later than the business day immediately prior to the date on which the Company makes such payment, such payment may be made by U.S. dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Company security register. PIK Notes issued from time to time shall be mailed via certified mail, return receipt requested, to the address of the Person entitled thereto as such address shall appear in the Company security register.

1

    Whenever there is a reference in this Security, in any context, to the payment of the principal of, or interest on, this Security, such reference shall be deemed to include reference to the payment of Liquidated Damages payable as described in the Registration Rights Agreement to the extent that, in such context, Liquidated Damages are, were or would be payable in respect of this Security, and express reference of payment of Liquidated Damages (if applicable) in any provision of this Security shall not be construed as excluding Liquidated Damages in those provisions of this Security where such express reference is not made. Capitalized terms used and not otherwise defined herein, shall have the respective meanings given to those terms in Section 8 hereof.

    If Polycom shall at any time or from time to time be required to make any payment in reimbursement for any Drawn Amount (as defined below), then Polycom shall give the Company notice thereof in the manner provided in Section 9(b) hereof of any such required payment and the principal amount of this Security shall be increased as of the date of such payment by Polycom by the amount of such Drawn Amount. "Drawn Amount" means any amount required to be paid by Bank of America, N.A. under Irrevocable Standby Letter of Credit No. 3038561 ("Letter of Credit") upon any draw under such Letter of Credit. In connection with the payment in full of the principal amount of this Security, whether at maturity, upon acceleration or otherwise, the Company shall take such actions as may be necessary or appropriate to allow Polycom to cancel the Letter of Credit.

    The holder of this Security acknowledges that Congress Financial Corporation (New England) (the "Senior Lender") has a lien on the Company's assets to secure the Company's obligations under the Loan and Security Agreement, dated August 21, 2000, entered into by and among the Senior Lender, the Company and certain subsidiaries of the Company from time to time party thereto, which will be a senior claim on the Company's assets. The Indebtedness represented by this Security is subordinated to the Senior Obligations, as defined in and pursuant to, and to the extent provided in, the Subordination Agreement made as of June 15, 2001 by and among Senior Lender, the Company, certain subsidiaries of the Company, and Polycom.

    1.  Redemption.  This Security is subject to redemption, as a whole or from time to time in part (in any amount that is an integral multiple of $1,000), upon not less than 30 nor more than 60 days' notice in the manner provided in Section 9(b) hereof (provided that any conditions set forth below in this Section 1 are satisfied), at the election of the Company, at a redemption price of 100% of the principal amount thereof, together with accrued interest to the redemption date, but interest installments whose stated maturity is on or prior to such redemption date will be payable to the holder of this Security, or one or more predecessor Securities, of record at the close of business on the relevant record dates referred to on the face hereof; provided, however, that the Company may not redeem this Security unless (and the Company may not deliver a notice of redemption unless) (i) a shelf registration statement with respect to the resale by the holders of the Common Stock (as hereinafter defined) issuable upon conversion of this Security has been declared effective under the Securities Act by the Commission in accordance with the Registration Rights Agreement, (ii) such shelf registration statement is effective and the use of it has not been suspended on the date notice of redemption is given and (iii) the Company expects such registration statement to remain effective and the use of the registration statement not to be suspended through the redemption date and for the 45 days following the redemption date.

    2.  Conversion.

    (a) (1) The holder of this Security is entitled at any time and from time to time after the termination of the Merger Agreement and prior to the payment in full of the principal amount of this Security (or, in case this Security is called for redemption or the holder hereof has exercised his right to require the Company to repurchase this Security or a portion hereof pursuant to Section 3 hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase) not after, 5:00 p.m., New York City time, on the redemption date or the Repurchase

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Date, as the case may be), to convert this Security (or any portion of the principal amount hereof that is an integral multiple of $1,000), into fully paid and nonassessable Common Stock (as hereinafter defined) (calculated as to each conversion to the nearest 1/100 of a share) of the Company at the Conversion Rate (as defined below) by surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company that the holder hereof elects to convert this Security (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). Notwithstanding the foregoing, unless the holder of this Security notifies the Company to the contrary, such holder shall be deemed for all purposes to have converted this Security, subject only to surrender of this Security against delivery of the Common Stock and cash payable for fractional shares issuable upon such conversion (which surrender may take place before or after the date of such deemed conversion, without affecting the validity thereof), immediately prior to the close of business on the redemption date, if this Security is redeemed pursuant to Section 1 hereof.

    (2) Upon surrender of this Security for conversion, the holder will be entitled to payment in cash of the interest accruing on the principal amount of this Security then being converted and unpaid to such date of conversion.

    (3) Subject to Section 2(b) below, no payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion hereof. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest, the Company shall pay a cash adjustment, computed on the basis of the Closing Price of the Common Stock on the Trading Day immediately prior to the Company Conversion Date, or, at its option, the Company shall round up to the next higher whole share.

    Notwithstanding any other provision of this Security, the Company shall, if the holder so elects, deliver the Common Stock issuable upon conversion of this Security to any third party designated by the holder.

    If any of the foregoing provisions of this Section 2(a) are inconsistent with applicable law, such law shall govern.

    (b) The Conversion Rate will be subject to adjustments from time to time as follows:

     (i) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company payable in Common Stock, the Conversion Rate in effect at the opening of business on the day following the Determination Date (as hereinafter defined) for such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date and the denominator shall be the sum of such number of shares of Common Stock and the total number of shares of Common Stock constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such Determination Date. The Company will not pay any dividend or make any distribution on Common Stock held in the treasury of the Company.

    (ii) Subject to the last sentence of paragraph (vii) of this Section 2(b), in case the Company shall issue Options to all holders of its Common Stock entitling them to subscribe for or purchase Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock on the Determination Date for such distribution, the Conversion Rate in effect at the opening of business on the day following such Determination Date shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock which the

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aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following such Determination Date. For the purposes of this paragraph (ii), the number of shares of Common Stock at any time outstanding shall not include Common Stock held in the treasury of the Company but shall include Common Stock issuable in respect of scrip certificates issued in lieu of fractions of Common Stock. The Company will not issue any rights, options or warrants in respect of Common Stock held in the treasury of the Company.

    (iii) In case outstanding Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

    (iv) Subject to the last sentence of paragraph (vii) of this Section 2(b), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock, or other property (including securities, but excluding (A) any Options referred to in paragraph (ii) of this Section 2(b), (B) any dividend or distribution paid exclusively in cash, (C) any dividend or distribution referred to in paragraph (i) of this Section 2(b) and (D) any merger or consolidation to which Section 2(h) applies), the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock on such Determination Date less the then fair market value (as determined in good faith by the Board of Directors of the Company in accordance with the provisions of this Section 2(b)(iv)) of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following such Determination Date. If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (iv) by reference to the actual or when issued trading market for any securities constituting such distribution, it must in doing so consider the prices in such market over the same period used in computing the current market price per share pursuant to paragraph (ix) of this Section 2(b).

    (v) In case the Company shall, by dividend or otherwise, make a Cash Distribution (as hereinafter defined), then, and in each such case, immediately after the close of business on the Determination Date for such Cash Distribution, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on such Determination Date by a fraction (A) the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock on such Determination Date less an amount equal to the quotient of (x) the amount of such Cash Distribution divided by (y) the number of shares of Common Stock outstanding on such Determination Date and (B) the denominator of which shall

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be equal to the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock on such Determination Date.

    (vi) In case the Company or any Subsidiary shall make an Excess Purchase Payment (as hereinafter defined), then, and in each such case, immediately prior to the opening of business on the day after the tender offer in respect of which such Excess Purchase Payment is to be made expires, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such tender offer by a fraction (A) the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock on such Determination Date less an amount equal to the quotient of (x) the Excess Purchase Payment divided by (y) the number of shares of Common Stock outstanding (including any tendered shares) as of the Determination Date less the number of all Common Stock validly tendered and not withdrawn as of the Determination Date and (B) the denominator of which shall be equal to the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock as of such Determination Date.

   (vii) The partial reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger to which Section 2(h) applies) shall be deemed to involve (A) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be the Determination Date), and (B) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of paragraph (iii) of this Section 2(b)). Rights or warrants issued by the Company to all holders of its Common Stock entitling the holders thereof to subscribe for or purchase Common Stock, which rights or warrants (A) are deemed to be transferred with such Common Stock, (B) are not exercisable and (C) are also issued in respect of future issuances of Common Stock, in each case in clauses (A) through (C) until the occurrence of a specified event or events ("Trigger Event"), shall for purposes of this Section 2(b) not be deemed issued until the occurrence of the earliest Trigger Event.

   (viii) If and whenever on or after the date of issuance of this Security the Company issues or sells, or in accordance with this Section 2(b) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding (A) shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan or which are issued or deemed to have been issued by the Company upon the issuance, exercise or conversion of the Other Securities and (B) an issuance to which paragraph (ii) of this Section 2(b) applies) for a consideration per share less than a price (the "Applicable Price") equal to the greater of (A) the Conversion Price in effect on the date of such issuance or sale or (B) the Closing Price of the Common Stock on the date of such issuance or sale, then immediately after such issue or sale the Conversion Rate then in effect shall be increased to an amount equal to the product of (x) the Conversion Rate in effect immediately prior to such issue or sale and (y) the quotient determined by dividing (1) the product of the Applicable Price multiplied by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale by (2) the sum of the product of the Applicable Price and the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale and the consideration, if any, received by the Company upon such issue or sale.

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    (ix) For the purpose of any computation under paragraphs (ii), (iv), (v), or (vi) of this Section 2(b), the current market price per share of Common Stock on any date shall be calculated by the Company and be deemed to be the average of the daily Closing Prices for the five consecutive Trading Days commencing ten Trading Days before the earlier of (x) the day in question and (y) the day before the "ex" date with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term "ex date", when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities market or on the applicable securities exchange without the right to receive such issuance or distribution.

    (x) No adjustment in the Conversion Rate shall be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph (x)) would require an increase or decrease of at least one percent in such rate; provided, however, that any adjustments which by reason of this paragraph (x) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

    (xi) The Company may make such increases in the Conversion Rate, for the remaining term of the Securities or any shorter term, in addition to those required by paragraphs (i), (ii), (iii), (iv), (v), (vi) and (viii) of this Section 2(b) as it considers to be advisable in order to avoid or diminish any income tax to any holders of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes.

   (xii) For purposes of determining the adjusted Conversion Rate under Section 2(b)(viii) above, the following shall be applicable:

    (A) If the Company in any manner grants any Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 2(b)(xii)(A), the "lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Conversion Rate shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

    (B) If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is issuable upon the conversion or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 2(b)(xii)(B), the "lowest price per share for which one share of Common Stock is issuable upon the conversion or exchange" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion or exchange of such Convertible Security. No further adjustment of the Conversion Rate shall be

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made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Rate had been or is to be made pursuant to other provisions of this Section 2(b)(xii), no further adjustment of the Conversion Rate shall be made by reason of such issue or sale.

    (C) If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Rate in effect at the time of such change shall be adjusted to the Conversion Rate which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(b)(xii)(C), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance of this Security are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. No adjustment pursuant to this Section 2(b)(xii) shall be made if such adjustment would result in a decrease of the Conversion Rate then in effect.

   (xiii) For purposes of determining the adjusted Conversion Rate under Sections 2(b)(viii) and 2(b)(xii), the following shall be applicable:

    (A) If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company therefor. If any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the average of the Closing Price of such security for the five consecutive Trading Days immediately preceding the date of receipt of such securities. If any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined jointly by the Company and the holder of this Security. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the "Valuation Event"), the fair value of such consideration will be determined within five business days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the holder of this Security. The determination of such appraiser shall be final and binding upon all parties and the fees and expenses of such appraiser shall be borne jointly by the Company and the holder of this Security.

    (B) In case any Option is issued in connection with the issue or sale of Other Securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for a consideration of $0.01.

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    (C) The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Company, and the disposition of any shares so owned or held will be considered an issue or sale of Common Stock unless such shares are cancelled.

    (D) If the Company takes a record of the holders of Common Stock for the purpose of entitling them (1) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (2) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

    (c) Whenever the Conversion Rate is adjusted as provided in Section 2(b), the Company shall compute the adjusted Conversion Rate in accordance with Section 2(b) and shall prepare a certificate signed by the chief financial officer of the Company setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and shall promptly deliver such certificate to the holder of this Security.

    (d) In case:

     (i) the Company shall declare a dividend or other distribution on its Common Stock payable (A) otherwise than exclusively in cash or (B) exclusively in cash in an amount that would require any adjustment pursuant to Section 2(b); or

    (ii) the Company shall authorize the granting to the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or

    (iii) of any reclassification of the Common Stock of the Company, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance, sale, transfer or lease of all or substantially all of the assets of the Company; or

    (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

    (v) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer);

then the Company shall cause to be delivered to the holder of this Security, at least 20 days (or 10 days in any case specified in clause (i) or (ii) above) prior to the applicable record, expiration or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (z) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (i) through (v) of this Section 2(d).

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    (e) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the Security, the full number of shares of Common Stock then issuable upon the conversion of this Security.

    (f)  Except as provided in the next sentence, the Company will pay any and all taxes and duties that may be payable in respect of the issue or delivery of Common Stock on conversion of the Security. The Company shall not, however, be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Common Stock in a name other than that of the holder of this Security, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax or duty, or has established to the satisfaction of the Company that such tax or duty has been paid.

    (g) The Company agrees that all Common Stock which may be delivered upon conversion of the Security, upon such delivery, will have been duly authorized and validly issued and will be fully paid and nonassessable (and shall be issued out of the Company's authorized but unissued Common Stock) and, except as provided in Section 2(f), the Company will pay all taxes, liens and charges with respect to the issue thereof.

    (h) In case of any consolidation of the Company with any other Person, any merger of the Company into another Person or of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of the properties and assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such properties and assets, as the case may be, shall execute and deliver to the holder of this Security a supplemental agreement providing that such holder have the right thereafter, during the period this Security shall be convertible as specified in Section 2(a), to convert this Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (including any Common Stock retainable) by a holder of the number of shares of Common Stock of the Company into which this Security might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not a Person with which the Company consolidated, into which the Company merged or which merged into the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a "Constituent Person"), or an Affiliate of a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section 2(h) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2. The above provisions of this Section 2(h) shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. In this paragraph, "securities of the kind receivable" upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of Common Stock means securities that, among other things, are registered and transferable under the Securities Act, and listed and approved for quotation in all securities markets, in each case to the same extent as such securities so receivable by a holder of

9

Common Stock. If this Section 2(h) applies to any event or occurrence, then the provisions of Section 2(b) shall not apply.

    (i)  The Company (A) will effect all registrations with, and obtain all approvals by, all governmental authorities that may be necessary under any United States Federal or state law (including the Securities Act, the Securities Exchange Act of 1934 and state securities and Blue Sky laws) for the Common Stock issuable upon conversion of this Security to be lawfully issued and delivered as provided herein, and thereafter publicly traded (if permissible under the Securities Act) and qualified or listed as contemplated by clause (B) (it being understood that the Company shall not be required to register the Common Stock issuable on conversion hereof under the Securities Act except pursuant to the Registration Rights Agreement between the Company and the initial holder of this Security); and (B) will list the Common Stock required to be issued and delivered upon conversion of Securities, prior to such issuance or delivery, on each national securities exchange on which outstanding Common Stock is listed or quoted at the time of such delivery, or if the Common Stock is not then listed on any securities exchange, to qualify the Common Stock for quotation on the Nasdaq National Market or such other inter-dealer quotation system, if any, on which the Common Stock is then quoted.

    3.  Right to Require Repurchase.

    (a) In the event that a Change in Control or a Repurchase Event (each as hereinafter defined) shall occur, then the holder of this Security shall have the right, at such holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, this Security, or any portion of the principal amount hereof that is equal to $1,000 or any integral multiple thereof. Upon the exercise of such repurchase right pursuant to Section 3(b), the repurchase shall take place (the "Repurchase Date") (w) on the date that is five Trading Days after the date on which the holder of this Security delivers a Repurchase Notice if delivered in connection with a Change in Control, (x) on the date that is five Trading Days after the date on which the holder of this Security delivers a Repurchase Notice in the case of a the occurrence of an event described in clause (A) or (D) of the definition of Repurchase Event, (y) within 90 days after the occurrence of an event described in clause (B) of the definition of Repurchase Event, and (z) on the date that is 18 months after the date of this Security in the case of the occurrence of a Repurchase Event described in clause (C) of the definition of Repurchase Event, and in each case at a purchase price equal to the Repurchase Price (as hereinafter defined). The Company agrees to give the holder of this Security notice, in the manner provided in Section 9(b), of any Change in Control or any Repurchase Event, promptly and in any event within two Trading Days of the occurrence thereof; provided that the failure of the Company to give such notice shall not effect the holder's repurchase right under this Section 3.

    (b) To exercise a repurchase right, the holder shall deliver to the Company, together with this Security, written notice of the holder's exercise of such right (a "Repurchase Notice"), which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in part, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby. The holder of this Security may deliver a Repurchase Notice at any time after the occurrence of a Change in Control or Repurchase Event. Such written notice shall be irrevocable, except that the right of the holder to convert this Security (or the portion hereof with respect to which the repurchase right is being exercised) shall continue until the close of business on the Trading Day prior to the Repurchase Date.

    (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the holder the Repurchase Price in cash on or prior to the Repurchase Date.

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    (d) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 16% per annum, payable in cash, and shall remain convertible into Common Stock until the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly provided for.

    (e) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.

    (f)  For purposes of this Section 3:

     (i) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934;

    (ii) a "Change in Control" shall be deemed to have occurred at the time, after the original issuance of this Security, of:

    (1) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the elections of directors (any shares of voting stock of which such Person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or

    (2) any consolidation or merger of the Company with or into, any other Person, any merger of another Person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another Person (other than (a) any such transaction pursuant to which holders of Common Stock immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving Person immediately after such transaction and (b) any merger (x) which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock or (y) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding Common Stock into solely shares of common stock);

    (iii) the "current market price" of a share of Common Stock shall be the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date; and

    (iv) "Repurchase Event" means the occurrence of any of the following: (A) the Company terminates the Merger Agreement pursuant to Section 8.1(h) thereof or Polycom terminates the Merger Agreement pursuant to Section 8.1(g) thereof following a Triggering Event (as defined in the Merger Agreement); (B) Polycom terminates the Merger Agreement pursuant to Section 8.1(d) or Section 8.1(e) thereof; (C) the Merger Agreement is terminated pursuant to Section 8(b)(i) thereof solely due to the failure to satisfy the Minimum Condition (as defined in the Merger Agreement); (D) the Company terminates the Merger Agreement pursuant to Section 8(b)(ii) thereof, other than (1) if such termination occurs following Polycom's refusal to extend the

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End Date (as defined in the Merger Agreement) after a request from the Company to do so or (2) such termination occurs after May 24, 2002; or (E) the Merger Agreement is terminated as a result of the occurrence of any of the events or circumstances described in clauses (d) through (h) of Annex A to the Merger Agreement.

    (v) "Repurchase Price" means the sum of (a) 100% of the principal amount of this Security to be repurchased pursuant to this Section 3 and (b) accrued and unpaid interest on this Security to the date of payment.

    (g) The holder of this Security agrees that it will not exercise its rights under this Section 3 with respect to any Repurchase Event (other than a Repurchase Event described in clause (A) of the definition thereof) to the extent the Company asserts that the exercise thereof would cause the Company's cash and Cash Equivalents, determined on a consolidated basis in accordance with GAAP, to be less than its current liabilities, determined on a consolidated basis in accordance with GAAP. At any time when the holder of this Security may exercise its rights under this Section 3 with respect to a Repurchase Event, the Company shall provide the holder within 3 business days such information as the holder may reasonably request to establish any assertion by the Company under this Section 3(g). Nothing in this Section 3(g) shall limit Polycom's ability to exercise its rights against the Account.

    4.  Certain Covenants.  

    (a) From and after the termination of the Merger Agreement and until the Obligations hereunder are paid in full:

     (i) The Company will maintain or cause to be maintained its and each of its Subsidiaries' corporate or other organizational existence and good standing in its jurisdiction of incorporation and maintain its qualification in each jurisdiction where the failure to so qualify would reasonably be expected to have a Material Adverse Effect.

    (ii) The Company will, and will cause each of its Subsidiaries to, comply with all applicable statutes, regulation and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property, other than those the noncompliance with which would not have, and which would not reasonably be expected to have, a Material Adverse Effect.

    (iii) The Company will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it and all lawful claims which, if unpaid, might become a Lien or charge upon any properties of the Company or any of its Subsidiaries; provided that, neither the Company nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP.

    (iv) The Company will, and will cause each of its Subsidiaries to, (A) maintain insurance coverage by such insurers and in such forms and amounts and against such risks as are customarily carried by persons conducting businesses similar to those of the Company and its Subsidiaries and (B) promptly upon holder's request, furnish to holder such information about such insurance as holder may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to holder.

    (v) As soon as available, and in any event within 45 days after the close of each of the quarterly accounting periods in each fiscal year of the Company, the Company shall deliver to holder the unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at the end of such quarterly period and the related unaudited consolidated statements of income and cash flows for such quarterly period and for the fiscal year to date, and setting forth,

12

in the case of such unaudited consolidated statements of income and cash flows, comparative figures for the related periods in the prior fiscal year, and which consolidated financial statements shall be certified on behalf of the Company by is chief financial officer as having been prepared in accordance with GAAP and presenting fairly the consolidated financial position of the Company and its consolidated Subsidiaries as at such fiscal quarter and the consolidated results of their operations and cash flows for such fiscal quarter, subject to normal year-end adjustments.

    (vi) Neither Company nor any of its Subsidiaries shall make any Investment in cash in the Equity Securities of any Person except for strategic technological investments for which the holder hereof has given its consent, which consent will not be unreasonably withheld.

   (vii) Neither the Company nor any of its Subsidiaries shall (i) pay any dividends or make any distributions on its Equity Securities other than dividends paid on the Company's common stock paid solely in the Company's common stock; (ii) purchase redeem, retire, defease or otherwise acquire for value any of its Equity Securities; (iii) return any capital to any holder of its Equity Securities; (iv) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities; or (v) set apart any sum for any such purpose; provided that any Subsidiary may pay cash dividends to the Company.

   (viii) Neither the Company nor any of its Subsidiaries shall make any payment or distribution in cash to any stockholder or Affiliate of the Company other than payments or distributions made in the ordinary course of business.

    (b) Until the earlier of the closing of the Merger (as defined in the Merger Agreement) or the termination of the Merger Agreement, the Company will comply with Section 5.1 of the Merger Agreement.

    (c) The Company shall not grant a Lien on any of its assets which is junior to the Lien of the Senior Lender other than Liens in favor of Polycom.

    5.  Events of Default.

    (a) "Event of Default", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (i) default in the payment of any interest upon this Security when it becomes due and payable, and continuance of such default for a period of 30 days; or

    (ii) default by the Company in the performance of its obligations in respect of any conversion of this Security (or any portion hereof) in accordance with Section 2 for a period of 5 days; or

    (iii) failure by the Company to give any notice of a Change in Control required to be delivered in accordance with Section 3(a); or

    (iv) default in the performance, or breach, of any covenant of the Company herein (other than a covenant a default in the performance or breach of which is specifically dealt with elsewhere in this Section 5(a) and other than the covenants set forth in Section 4(b)) and continuance of such default or breach for a period of 45 days after there has been given, in the manner set forth in Section 9(b), to the Company by the holder of this Security a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

    (v) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company, or under any agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for

13

money borrowed by the Company, with a principal amount then outstanding in excess of $1,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay the principal of such indebtedness (in whole or in any part greater than $1,000,000) when due and payable or shall have resulted in such indebtedness (in whole or in any part greater than $1,000,000) becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 30 days after there shall have been given, in the manner set forth in Section 9(b), to the Company by the holder of this Security a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a "Notice of Default" hereunder; or

    (vi) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Significant Subsidiary (as defined below) in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of its or their respective property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

   (vii) the commencement by the Company or any Significant Subsidiary of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any Significant Subsidiary to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either the Company or a Significant Subsidiary, or the filing by either the Company or a Significant Subsidiary of a petition or answer or consent seeking reorganization or similar relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of the property of either the Company or any Significant Subsidiary, or the making by either the Company or any Significant Subsidiary of an assignment for the benefit of creditors, or the admission by either the Company or any Significant Subsidiary in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Significant Subsidiary in furtherance of any such action; or

   (viii) one or more judgments, orders or decrees shall be entered against the Company and/or any of its Significant Subsidiaries involving a liability (whether or not covered by insurance) of $500,000 or more in the aggregate for all such judgments, orders or decrees and such judgments, orders or decrees shall not have been vacated, discharged or stayed or bonded pending appeal within 30 days from the entry thereof.

    (b) If an Event of Default (other than an Event of Default specified in Section 5(a)(vi) or 5(a)(vii)) occurs and is continuing, then in every such case the holder of this Security may declare the principal hereof to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5(a)(vi) or 5(a)(vii) occurs and is continuing with

14

respect to the Company, the principal of, and accrued interest on, this Security shall ipso facto become immediately due and payable without any declaration or other act of the holders.

    (c) The Company will give the holder of this Security notice, within two Trading Days of the occurrence thereof, of any Event of Default or any event that, with the giving of notice or passage of time or both, would become an Event of Default. Such notice shall be given in the manner provided in Section 9(b).

    (d) The holder of this Security agrees that it will not exercise its rights under this Section 5 to declare the principal and interest on this Security to be immediately due and payable with respect to any Event of Default (other than an Event of Default specified in Section 5(a)(vi) or 5(a)(vii)) to the extent that the Company asserts that the exercise thereof would cause the Company's cash and Cash Equivalents, determined on a consolidated basis in accordance with GAAP, to be less than its current liabilities, determined on a consolidated basis in accordance with GAAP. At any time when the holder of this Security may exercise its rights under this Section 5 with respect to an Event of Default, the Company shall provide the holder within 3 business days such information as the holder may reasonably request to establish any assertion by the Company under this Section 5(d). Nothing in this Section 5(d) shall limit Polycom's ability to exercise its rights against the Account. The holder of this Security agrees that it will not join with any other creditors of the Company to commence an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or similar law.

    6.  Reserved.

    7.  Reserved.

    8.  Definitions.  Capitalized terms used in this Security and not otherwise defined have the meanings given to them in the Note Agreement. Unless otherwise defined in this Security, the following capitalized terms shall have the following respective meanings when used herein:

    "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

    "Approved Stock Plan" means any stock option plan, restricted stock plan or stock purchase plan which has been approved by the Board of Directors of the Company pursuant to which the Company's securities may be issued to any employee, officer or director for services provided to the Company.

    "Cash Distribution" means the distribution by the Company to all holders of its Common Stock of cash, other than any cash that is distributed upon a merger or consolidation to which Section 2(h) applies or as part of a distribution referred to in paragraph (iv) of Section 2(b).

    "Closing Price" means, with respect to the Common Stock of the Company, for any day, the reported last sale price per share on the Nasdaq National Market, or, if the Common Stock is not admitted to trading on the Nasdaq National Market, on the principal national securities exchange or inter-dealer quotation system on which the Common Stock is listed or admitted to trading, or if not admitted to trading on the Nasdaq National Market, or listed or admitted to trading on any national securities exchange or inter-dealer quotation system, the closing bid price per share in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

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    "Commission" means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities and Exchange Act of 1934, as amended, or the Securities Act, whichever is the relevant statute for the particular purpose.

    "Common Stock" means the Common Stock, par value $0.01 per share, of the Company authorized at the date of this instrument as originally executed. Subject to the provisions of Section 2, shares issuable on conversion or repurchase of this Security shall include only Common Stock or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of this Security shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

    "Common Stock Deemed Outstanding" means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Section 2(b)(viii) hereof regardless of whether the Options or Convertible Securities are actually exercisable at such time, but excluding any shares of Common Stock owned or held by or for the account of the Company or issuable upon exercise of this Security.

    "Convertible Securities" means any stock or securities (other than Options) directly or indirectly convertible into or exchangeable for Common Stock.

    "Conversion Price" on any day shall equal $1,000 divided by the Conversion Rate in effect on such day.

    "Conversion Rate" means (i) the rate of 222.22 shares of Common Stock for each $1,000 principal amount of Security; provided that, if the transactions contemplated by the Merger Agreement are not consummated as a result of either (A) the lack of termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (B) pursuant to Section 8.1(a) of the Merger Agreement or (C) the occurrence of events or circumstances whereby the Company exercises its right under Section 8.1(c) to terminate the Merger Agreement, the rate of 164.74 shares of Common Stock for each $1,000 principal amount of Security, in each case as adjusted from time to time pursuant to Section 2(b).

    "Determination Date" means, in the case of a dividend or other distribution, including the issuance of rights, options or warrants, to shareholders, the date fixed for the determination of shareholders entitled to receive such dividend or other distribution and, in the case of a tender offer, the last time that tenders could have been made pursuant to such tender offer.

    "Equity Securities" of any Person means (a) all common stock, preferred stock, participations, shares, partnership interests or other equity interests in and of such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing.

    "Excess Purchase Payment" means the product of (A) the excess, if any, of (i) the amount of cash plus the fair market value (as determined in good faith by the Company's Board of Directors) of any non-cash consideration required to be paid with respect to one share of Common Stock acquired or to be acquired in a tender offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock over (ii) the current market price per share as of the last time that tenders could have been made pursuant to such tender offer and (B) the number of shares of Common Stock validly tendered and not withdrawn as of the Determination Date in respect of such tender offer.

16

    "Indebtedness" means:

    (a) All indebtedness of the Company for money borrowed that is evidenced by notes, debentures, bonds or other securities (including, but not limited to, those which are convertible or exchangeable for securities of the Company);

    (b) All indebtedness of the Company due and owing with respect to letters of credit (including, but not limited to, reimbursement obligations with respect thereto);

    (c) All indebtedness or other obligations of the Company due and owing with respect to interest rate and currency swap agreements, cap, floor and collar agreements, currency spot and forward contracts and other similar agreements and arrangements;

    (d) All indebtedness consisting of commitment or standby fees due and payable to lending institutions with respect to credit facilities or letters of credit available to the Company;

    (e) All obligations of the Company under leases required or permitted to be capitalized under generally accepted accounting principles;

    (f)  All indebtedness or obligations of others of the kinds described in any of the preceding clauses (a), (b), (c), (d) or (e) assumed by or guaranteed in any manner by the Company or in effect guaranteed (directly or indirectly) by the Company through an agreement to purchase, contingent or otherwise, and all obligations of the Company under any such guarantee or other arrangements; and

all renewals, extensions, refundings, deferrals, amendments or modifications of indebtedness or obligations of the kinds described in any of the preceding clauses (a), (b), (c), (d), (e) or (f); unless in the case of any particular indebtedness, obligation, renewal, extension, refunding, amendment, modification or supplement, the instrument or other document creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, obligation, renewal, extension, refunding, amendment, modification or supplement is subordinate to, or is not superior to, or is pari passu with, this Security.

    "Investment" of any Person means any loan or advance of funds by such Person to any other Person (other than advances to employees of such Person for moving and travel expense, drawing accounts and similar expenditures in the ordinary course of business), any purchase or other acquisition of any Equity Securities or Indebtedness of any other Person, any capital contribution by such Person to or any other investment by such Person in any other Person (including, without limitation, any Indebtedness incurred by such Person on behalf of any other Person); provided, however, that Investments shall not include accounts receivable or other indebtedness owed by customers of such Person which are current assets and arose from sales or non-exclusive licensing in the ordinary course of such Person's business.

    "Liquidated Damages" has the meaning given to such term in the Registration Rights Agreement.

    "Note Agreement" means the Note Agreement, dated as of June 15, 2001, entered into by and between the Company and Polycom.

    "Options" means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

    "Other Securities" means (a) those Options of the Company issued prior to, and outstanding on the date of issuance of this Security and (b) the shares of Common Stock issued upon exercise of such Options, provided that such Options are not amended in any material way after the issuance date of this Security.

17

    "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

    "Polycom" means Polycom, Inc., a Delaware corporation.

    "Registration Rights Agreement" means the Registration Rights Agreement, dated as of June 15, 2001, between the Company and the initial holder of this Security.

    "Securities Act" means the Securities Act of 1933, as amended.

    "Significant Subsidiary" means, with respect to any Person, a Subsidiary of such Person that would constitute a significant subsidiary" as such term is defined under Rule 1-02 of Regulation S-X of the Commission.

    "Subsidiary" shall mean (a) any corporation of which more than 50% of the issued and outstanding equity securities having ordinary voting power to elect a majority of the board of directors of such corporation is at the time directly or indirectly owned or controlled by the Company, (b) any partnership, joint venture, limited liability company or other association of which more than 50% of the equity interests having the power to vote, direct or control the management of such partnership, joint venture, limited liability company or other association is at the time directly or indirectly owned and controlled by the Company, and (c) any other entity included in the financial statements of the Company on a consolidated basis.

    "Trading Day" means (i) if the Common Stock is admitted to trading on the Nasdaq National Market or any other system of automated dissemination of quotations of securities prices, a day on which trades may be effected through such system; (ii) if the Common Stock is listed or admitted for trading on the New York Stock Exchange or any other national securities exchange, a day on which such exchange is open for business; or (iii) if the Common Stock is not admitted to trading on the Nasdaq National Market or listed or admitted for trading on any national securities exchange or any other system of automated dissemination of quotation of securities prices, a day on which the Common Stock is traded regular way in the over-the-counter market and for which a closing bid and a closing asked price for the Common Stock are available.

    9.  Other.

    (a) No provision of this Security shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, if any, on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as herein provided.

    (b) The Company will give prompt written notice to the holder of this Security of any change in the location of the Designated Office. Any notice to the Company or to the holder of this Security shall be given in the manner set forth in the Note Agreement.

    (c) The transfer of this Security is registrable on the register maintained by the Company upon surrender of this Security for registration of transfer at the Designated Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Such Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. No service charge shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith. Prior to due presentation of this Security for registration of transfer, the Company and any agent of the Company may treat the Person in whose name this Security is registered as the owner thereof for all purposes,

18

whether or not this Security be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

    (d) This Security shall be governed by and construed in accordance with the internal laws of the State of New York, United States of America, without regard to principles of conflicts of laws.

[The remainder of this page is intentionally left blank]

19

    IN WITNESS WHEREOF, the Company has caused this Security to be duly executed.

Dated: June 15, 2001

PictureTel Corporation
By:	/s/ DALTON T. EDGECOMB
Name:	Dalton T. Edgecomb
Title:	Chief Financial Officer

20

ELECTION OF HOLDER TO REQUIRE REPURCHASE

    1.  Pursuant to Section 3(a) of this Security, the undersigned hereby elects to have all or a portion of this Security repurchased by the Company.

    2.  The undersigned hereby directs the Company to pay [choose one] (a) it or (b) Name:                                                  ; address:                                                  ; Social Security or Other Taxpayer Identification Number, if any:                                                  , an amount in cash equal to the Repurchase Price, as provided herein.

	Dated:
	[Holder]
	By:
	Name:
	Title:
Principal amount to be repurchased (an integral multiple of $1,000):
Remaining principal amount following such repurchase (not less than $1,000):

NOTICE: The signature to the foregoing Election must correspond to the name as written upon the face of this Security in every particular, without alteration or any change whatsoever.

21

CONVERSION NOTICE

    The undersigned holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is an integral multiple of $1,000) below designated, into Common Stock in accordance with the terms of this Security, and directs that such shares, together with a check in payment for any fractional share and any Security representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Stock or Securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Dated:

[Holder]

By:

Name:

Title:

If shares or Securities are to be registered in the name of a Person other than the holder, please print such Person's name and address:

Name

Address

Social Security or other Taxpayer Identification Number, if any

If only a portion of the Securities is to be converted, please indicate:

1.

Principal amount to be converted: $                                                  

2.

Principal amount and denomination of Security representing unconverted principal amount to be issued:

Amount: $                                                  

    Denominations: $                          (any integral multiple of $1,000)

22

EXHIBIT A

Form of PIK Note

    THE INDEBTEDNESS REPRESENTED BY THIS SECURITY IS SUBORDINATED TO THE SENIOR OBLIGATIONS, AS DEFINED IN AND PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT MADE AS OF JUNE      , 2001 BY AND AMONG CONGRESS FINANCIAL CORPORATION (NEW ENGLAND), PICTURETEL CORPORATION, CERTAIN SUBSIDIARIES OF PICTURETEL CORPORATION, AND POLYCOM, INC.

PICTURETEL CORPORATION

8% SENIOR NOTE DUE 2003
SERIES A

No. A- [$            ]

    PictureTel Corporation, a Delaware corporation (the "Company"), for value received, hereby promises to pay to Polycom, Inc., or registered assigns, the principal sum of      Dollars ($      ) on June      , 2003 and to pay interest thereon, from      , 2001, or from the most recent interest payment date to which interest has been paid, quarterly on August 31, November 30, February 28 and May 31 in each year, commencing August 31, 2001, at the rate of 8% per annum until the principal hereof is due and in the manner set forth below.

    The Company, at its option, may pay interest due on each interest payment date either in cash or by issuing a note in the form hereof (a "PIK Note") having a principal amount equal to the interest due on such date. Interest shall accrue at the rate of 16% per annum on any overdue principal, and to the extent permitted by law, on any overdue interest and in each case shall be payable in cash. The interest so payable on any interest payment date or the PIK Note so issuable will be paid or issued to the Person in whose name this Security (or one or more predecessor Securities) is registered at 5:00 p.m., New York City time, on the regular record date for such interest, which shall be the date two business days immediately prior to the interest payment date.

    Payment of the principal of this Security shall be made upon the surrender of this Security to the Company, at its chief executive office (or such other office within the United States as shall be designated by the Company to the holder hereof) (the "Designated Office"), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Payment of interest in cash and all other amounts payable in cash with respect to this Security shall be made by wire transfer to the holder, provided that if the holder shall not have furnished wire instructions in writing to the Company no later than the business day immediately prior to the date on which the Company makes such payment, such payment may be made by U.S. dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Company security register. PIK Notes issued from time to time shall be mailed via certified mail, return receipt requested, to the address of the Person entitled thereto as such address shall appear in the Company security register.

    Whenever there is a reference in this Security, in any context, to the payment of the principal of, or interest on, this Security, such reference shall be deemed to include reference to the payment of Liquidated Damages payable as described in the Registration Rights Agreement to the extent that, in such context, Liquidated Damages are, were or would be payable in respect of this Security, and express reference of payment of Liquidated Damages (if applicable) in any provision of this Security shall not be construed as excluding Liquidated Damages in those provisions of this Security where such

1

express reference is not made. Capitalized terms used and not otherwise defined herein, shall have the respective meanings given to those terms in Section 8 hereof.

    The holder of this Security acknowledges that Congress Financial Corporation (New England) (the "Senior Lender") has a lien on the Company's assets to secure the Company's obligations under the Loan and Security Agreement, dated August 21, 2000, entered into by and among the Senior Lender, the Company and certain subsidiaries of the Company from time to time party thereto, which will be a senior claim on the Company's assets. The Indebtedness represented by this Security is subordinated to the Senior Obligations, as defined in and pursuant to, and to the extent provided in, the Subordination Agreement made as of June 15, 2001 by and among Senior Lender, the Company, certain subsidiaries of the Company, and Polycom.

    1.  Redemption.  This Security is subject to redemption, as a whole or from time to time in part (in any amount that is an integral multiple of $1,000), upon not less than 30 nor more than 60 days' notice in the manner provided in Section 9(b) hereof (provided that any conditions set forth below in this Section 1 are satisfied), at the election of the Company, at a redemption price of 100% of the principal amount thereof, together with accrued interest to the redemption date, but interest installments whose stated maturity is on or prior to such redemption date will be payable to the holder of this Security, or one or more predecessor Securities, of record at the close of business on the relevant record dates referred to on the face hereof.

    2.  Reserved.

    3.  Right to Require Repurchase.

    (a) In the event that a Change in Control or a Repurchase Event (each as hereinafter defined) shall occur, then the holder of this Security shall have the right, at such holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, this Security, or any portion of the principal amount hereof that is equal to $1,000 or any integral multiple thereof. Upon the exercise of such repurchase right pursuant to Section 3(b), the repurchase shall take place (the "Repurchase Date") (w) on the date that is five Trading Days after the date on which the holder of this Security delivers a Repurchase Notice if delivered in connection with a Change in Control, (x) on the date that is five Trading Days after the date on which the holder of this Security delivers a Repurchase Notice in the case of a the occurrence of an event described in clause (A) or (D) of the definition of Repurchase Event, (y) within 90 days after the occurrence of an event described in clause (B) of the definition of Repurchase Event, and (z) on the date that is 18 months after the date of this Security in the case of the occurrence of a Repurchase Event described in clause (C) of the definition of Repurchase Event, and in each case at a purchase price equal to the Repurchase Price (as hereinafter defined). The Company agrees to give the holder of this Security notice, in the manner provided in Section 9(b), of any Change in Control or any Repurchase Event, promptly and in any event within two Trading Days of the occurrence thereof; provided that the failure of the Company to give such notice shall not effect the holder's repurchase right under this Section 3.

    (b) To exercise a repurchase right, the holder shall deliver to the Company, together with this Security, written notice of the holder's exercise of such right (a "Repurchase Notice"), which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in part, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby. The holder of this Security may deliver a Repurchase Notice at any time after the occurrence of a Change in Control or Repurchase Event. Such written notice shall be irrevocable.

2

    (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the holder the Repurchase Price in cash on or prior to the Repurchase Date.

    (d) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 16% per annum, payable in cash.

    (e) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.

    (f)  For purposes of this Section 3:

     (i) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934;

    (ii) a "Change in Control" shall be deemed to have occurred at the time, after the original issuance of this Security, of:

    (1) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the elections of directors (any shares of voting stock of which such Person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or

    (2) any consolidation or merger of the Company with or into, any other Person, any merger of another Person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another Person (other than (a) any such transaction pursuant to which holders of Common Stock immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving Person immediately after such transaction and (b) any merger (x) which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock or (y) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding Common Stock into solely shares of common stock);

    (iii) the "current market price" of a share of Common Stock shall be the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date; and

    (iv) "Repurchase Event" means the occurrence of any of the following: (A) the Company terminates the Merger Agreement pursuant to Section 8.1(h) thereof or Polycom terminates the Merger Agreement pursuant to Section 8.1(g) thereof following a Triggering Event (as defined in the Merger Agreement); (B) Polycom terminates the Merger Agreement pursuant to Section 8.1(d) or Section 8.1(e) thereof; (C) the Merger Agreement is terminated pursuant to Section 8(b)(i) thereof solely due to the failure to satisfy the Minimum Condition (as defined in the

3

Merger Agreement); (D) the Company terminates the Merger Agreement pursuant to Section 8(b)(ii) thereof, other than (1) if such termination occurs following Polycom's refusal to extend the End Date (as defined in the Merger Agreement) after a request from the Company to do so or (2) such termination occurs after May 24, 2002; or (E) the Merger Agreement is terminated as a result of the occurrence of any of the events or circumstances described in clauses (d) through (h) of Annex A to the Merger Agreement.

    (v) "Repurchase Price" means the sum of (a) 100% of the principal amount of this Security to be repurchased pursuant to this Section 3 and (b) accrued and unpaid interest on this Security to the date of payment.

    (g) The holder of this Security agrees that it will not exercise its rights under this Section 3 with respect to any Repurchase Event (other than a Repurchase Event described in clause (A) of the definition thereof) to the extent the Company asserts that the exercise thereof would cause the Company's cash and Cash Equivalents, determined on a consolidated basis in accordance with GAAP, to be less than its current liabilities, determined on a consolidated basis in accordance with GAAP. At any time when the holder of this Security may exercise its rights under this Section 3 with respect to a Repurchase Event, the Company shall provide the holder within 3 business days such information as the holder may reasonably request to establish any assertion by the Company under this Section 3(g). Nothing in this Section 3(g) shall limit Polycom's ability to exercise its rights against the Account.

    4.  Certain Covenants.

    (a) From and after the termination of the Merger Agreement and until the Obligations hereunder are paid in full:

     (i) The Company will maintain or cause to be maintained its and each of its Subsidiaries' corporate or other organizational existence and good standing in its jurisdiction of incorporation and maintain its qualification in each jurisdiction where the failure to so qualify would reasonably be expected to have a Material Adverse Effect.

    (ii) The Company will, and will cause each of its Subsidiaries to, comply with all applicable statutes, regulation and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property, other than those the noncompliance with which would not have, and which would not reasonably be expected to have, a Material Adverse Effect.

    (iii) The Company will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it and all lawful claims which, if unpaid, might become a Lien or charge upon any properties of the Company or any of its Subsidiaries; provided that, neither the Company nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP.

    (iv) The Company will, and will cause each of its Subsidiaries to, (A) maintain insurance coverage by such insurers and in such forms and amounts and against such risks as are customarily carried by persons conducting businesses similar to those of the Company and its Subsidiaries and (B) promptly upon holder's request, furnish to holder such information about such insurance as holder may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to holder.

    (v) As soon as available, and in any event within 45 days after the close of each of the quarterly accounting periods in each fiscal year of the Company, the Company shall deliver to holder the unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries

4

as at the end of such quarterly period and the related unaudited consolidated statements of income and cash flows for such quarterly period and for the fiscal year to date, and setting forth, in the case of such unaudited consolidated statements of income and cash flows, comparative figures for the related periods in the prior fiscal year, and which consolidated financial statements shall be certified on behalf of the Company by is chief financial officer as having been prepared in accordance with GAAP and presenting fairly the consolidated financial position of the Company and its consolidated Subsidiaries as at such fiscal quarter and the consolidated results of their operations and cash flows for such fiscal quarter, subject to normal year-end adjustments.

    (vi) Neither Company nor any of its Subsidiaries shall make any Investment in cash in the Equity Securities of any Person except for strategic technological investments for which the holder hereof has given its consent, which consent will not be unreasonably withheld.

   (vii) Neither the Company nor any of its Subsidiaries shall (i) pay any dividends or make any distributions on its Equity Securities other than dividends paid on the Company's common stock paid solely in the Company's common stock; (ii) purchase redeem, retire, defease or otherwise acquire for value any of its Equity Securities; (iii) return any capital to any holder of its Equity Securities; (iv) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities; or (v) set apart any sum for any such purpose; provided that any Subsidiary may pay cash dividends to the Company.

   (viii) Neither the Company nor any of its Subsidiaries shall make any payment or distribution in cash to any stockholder or Affiliate of the Company other than payments or distributions made in the ordinary course of business.

    (b) Until the earlier of the closing of the Merger (as defined in the Merger Agreement) or the termination of the Merger Agreement, the Company will comply with Section 5.1 of the Merger Agreement.

    (c) The Company shall not grant a Lien on any of its assets which is junior to the Lien of the Senior Lender other than Liens in favor of Polycom.

    5.  Events of Default.

    (a) "Event of Default", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (i) default in the payment of any interest upon this Security when it becomes due and payable, and continuance of such default for a period of 30 days; or

    (ii) Reserved; or

    (iii) failure by the Company to give any notice of a Change in Control required to be delivered in accordance with Section 3(a); or

    (iv) default in the performance, or breach, of any covenant of the Company herein (other than a covenant a default in the performance or breach of which is specifically dealt with elsewhere in this Section 5(a) and other than the covenants set forth in Section 4(b)) and continuance of such default or breach for a period of 45 days after there has been given, in the manner set forth in Section 9(b), to the Company by the holder of this Security a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

    (v) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company, or under any agreement, mortgage, indenture or instrument under

5

which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company, with a principal amount then outstanding in excess of $1,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay the principal of such indebtedness (in whole or in any part greater than $1,000,000) when due and payable or shall have resulted in such indebtedness (in whole or in any part greater than $1,000,000) becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 30 days after there shall have been given, in the manner set forth in Section 9(b), to the Company by the holder of this Security a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a "Notice of Default" hereunder; or

    (vi) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Significant Subsidiary (as defined below) in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of its or their respective property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

   (vii) the commencement by the Company or any Significant Subsidiary of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any Significant Subsidiary to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either the Company or a Significant Subsidiary, or the filing by either the Company or a Significant Subsidiary of a petition or answer or consent seeking reorganization or similar relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of the property of either the Company or any Significant Subsidiary, or the making by either the Company or any Significant Subsidiary of an assignment for the benefit of creditors, or the admission by either the Company or any Significant Subsidiary in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Significant Subsidiary in furtherance of any such action; or

   (viii) one or more judgments, orders or decrees shall be entered against the Company and/or any of its Significant Subsidiaries involving a liability (whether or not covered by insurance) of $500,000 or more in the aggregate for all such judgments, orders or decrees and such judgments, orders or decrees shall not have been vacated, discharged or stayed or bonded pending appeal within 30 days from the entry thereof.

    (b) If an Event of Default (other than an Event of Default specified in Section 5(a)(vi) or 5(a)(vii)) occurs and is continuing, then in every such case the holder of this Security may declare the principal hereof to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5(a)(vi) or 5(a)(vii) occurs and is continuing with

6

respect to the Company, the principal of, and accrued interest on, this Security shall ipso facto become immediately due and payable without any declaration or other act of the holders.

    (c) The Company will give the holder of this Security notice, within two Trading Days of the occurrence thereof, of any Event of Default or any event that, with the giving of notice or passage of time or both, would become an Event of Default. Such notice shall be given in the manner provided in Section 9(b).

    (d) The holder of this Security agrees that it will not exercise its rights under this Section 5 to declare the principal and interest on this Security to be immediately due and payable with respect to any Event of Default (other than an Event of Default specified in Section 5(a)(vi) or 5(a)(vii)) to the extent that the Company asserts that the exercise thereof would cause the Company's cash and Cash Equivalents, determined on a consolidated basis in accordance with GAAP, to be less than its current liabilities, determined on a consolidated basis in accordance with GAAP. At any time when the holder of this Security may exercise its rights under this Section 5 with respect to an Event of Default, the Company shall provide the holder within 3 business days such information as the holder may reasonably request to establish any assertion by the Company under this Section 5(d). Nothing in this Section 5(d) shall limit Polycom's ability to exercise its rights against the Account. The holder of this Security agrees that it will not join with any other creditors of the Company to commence an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or similar law.

    6.  Reserved.

    7.  Reserved.

    8.  Definitions.  Capitalized terms used in this Security and not otherwise defined have the meanings given to them in the Note Agreement. Unless otherwise defined in this Security, the following capitalized terms shall have the following respective meanings when used herein:

    "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

    "Closing Price" means, with respect to the Common Stock of the Company, for any day, the reported last sale price per share on the Nasdaq National Market, or, if the Common Stock is not admitted to trading on the Nasdaq National Market, on the principal national securities exchange or inter-dealer quotation system on which the Common Stock is listed or admitted to trading, or if not admitted to trading on the Nasdaq National Market, or listed or admitted to trading on any national securities exchange or inter-dealer quotation system, the closing bid price per share in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

    "Commission" means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities and Exchange Act of 1934, as amended, or the Securities Act, whichever is the relevant statute for the particular purpose.

    "Common Stock" means the Common Stock, par value $0.01 per share, of the Company authorized at the date of this instrument as originally executed. Subject to the provisions of Section 2, shares issuable on conversion or repurchase of this Security shall include only Common Stock or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so

7

issuable on conversion of this Security shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

    "Equity Securities" of any Person means (a) all common stock, preferred stock, participations, shares, partnership interests or other equity interests in and of such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing.

    "Indebtedness" means

    All indebtedness of the Company for money borrowed that is evidenced by notes, debentures, bonds or other securities (including, but not limited to, those which are convertible or exchangeable for securities of the Company);

    (a) All indebtedness of the Company due and owing with respect to letters of credit (including, but not limited to, reimbursement obligations with respect thereto);

    (b) All indebtedness or other obligations of the Company due and owing with respect to interest rate and currency swap agreements, cap, floor and collar agreements, currency spot and forward contracts and other similar agreements and arrangements;

    (c) All indebtedness consisting of commitment or standby fees due and payable to lending institutions with respect to credit facilities or letters of credit available to the Company;

    (d) All obligations of the Company under leases required or permitted to be capitalized under generally accepted accounting principles;

    (e) All indebtedness or obligations of others of the kinds described in any of the preceding clauses (a), (b), (c), (d) or (e) assumed by or guaranteed in any manner by the Company or in effect guaranteed (directly or indirectly) by the Company through an agreement to purchase, contingent or otherwise, and all obligations of the Company under any such guarantee or other arrangements; and

all renewals, extensions, refundings, deferrals, amendments or modifications of indebtedness or obligations of the kinds described in any of the preceding clauses (a), (b), (c), (d), (e) or (f); unless in the case of any particular indebtedness, obligation, renewal, extension, refunding, amendment, modification or supplement, the instrument or other document creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, obligation, renewal, extension, refunding, amendment, modification or supplement is subordinate to, or is not superior to, or is pari passu with, this Security.

    "Investment" of any Person means any loan or advance of funds by such Person to any other Person (other than advances to employees of such Person for moving and travel expense, drawing accounts and similar expenditures in the ordinary course of business), any purchase or other acquisition of any Equity Securities or Indebtedness of any other Person, any capital contribution by such Person to or any other investment by such Person in any other Person (including, without limitation, any Indebtedness incurred by such Person on behalf of any other Person); provided, however, that Investments shall not include accounts receivable or other indebtedness owed by customers of such Person which are current assets and arose from sales or non-exclusive licensing in the ordinary course of such Person's business.

    "Liquidated Damages" has the meaning given to such term in the Registration Rights Agreement.

    "Note Agreement" means the Note Agreement, dated as of June 15, 2001, entered into by and between the Company and Polycom.

8

    "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

    "Polycom" means Polycom, Inc., a Delaware corporation.

    "Registration Rights Agreement" means the Registration Rights Agreement, dated as of June 15, 2001, between the Company and the initial holder of this Security.

    "Securities Act" means the Securities Act of 1933, as amended.

    "Significant Subsidiary" means, with respect to any Person, a Subsidiary of such Person that would constitute a significant subsidiary" as such term is defined under Rule 1-02 of Regulation S-X of the Commission.

    "Subsidiary" shall mean (a) any corporation of which more than 50% of the issued and outstanding equity securities having ordinary voting power to elect a majority of the board of directors of such corporation is at the time directly or indirectly owned or controlled by the Company, (b) any partnership, joint venture, limited liability company or other association of which more than 50% of the equity interests having the power to vote, direct or control the management of such partnership, joint venture, limited liability company or other association is at the time directly or indirectly owned and controlled by the Company, and (c) any other entity included in the financial statements of the Company on a consolidated basis.

    "Trading Day" means (i) if the Common Stock is admitted to trading on the Nasdaq National Market or any other system of automated dissemination of quotations of securities prices, a day on which trades may be effected through such system; (ii) if the Common Stock is listed or admitted for trading on the New York Stock Exchange or any other national securities exchange, a day on which such exchange is open for business; or (iii) if the Common Stock is not admitted to trading on the Nasdaq National Market or listed or admitted for trading on any national securities exchange or any other system of automated dissemination of quotation of securities prices, a day on which the Common Stock is traded regular way in the over-the-counter market and for which a closing bid and a closing asked price for the Common Stock are available.

    9.  Other.

    (a) No provision of this Security shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, if any, on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as herein provided.

    (b) The Company will give prompt written notice to the holder of this Security of any change in the location of the Designated Office. Any notice to the Company or to the holder of this Security shall be given in the manner set forth in the Note Agreement.

    (c) The transfer of this Security is registrable on the register maintained by the Company upon surrender of this Security for registration of transfer at the Designated Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Such Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. No service charge shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith. Prior to due presentation of this Security for registration of transfer, the Company and any agent of the Company may treat the Person in whose name this Security is registered as the owner thereof for all purposes,

9

whether or not this Security be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

    (d) This Security shall be governed by and construed in accordance with the internal laws of the State of New York, United States of America, without regard to principles of conflicts of laws.

[The remainder of this page is intentionally left blank]

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    IN WITNESS WHEREOF, the Company has caused this Security to be duly executed.

Dated:            , 200      

	PictureTel Corporation
	By:
	Name:
	Title:
Attest:
Name:
Title:

ELECTION OF HOLDER TO REQUIRE REPURCHASE

    1.  Pursuant to Section 3(a) of this Security, the undersigned hereby elects to have all or a portion of this Security repurchased by the Company.

    2.  The undersigned hereby directs the Company to pay [choose one] (a) it or (b) Name:                                                  ; address:                                                  ; Social Security or Other Taxpayer Identification Number, if any:                                                  , an amount in cash equal to the Repurchase Price, as provided herein.

	Dated:
	[Holder]
	By:
	Name:
	Title:
Principal amount to be repurchased (an integral multiple of $1,000):
Remaining principal amount following such repurchase (not less than $1,000):

NOTICE: The signature to the foregoing Election must correspond to the name as written upon the face of this Security in every particular, without alteration or any change whatsoever.

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EXHIBIT 99.6

EX-99.7

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EXHIBIT 99.7

THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

THE INDEBTEDNESS REPRESENTED BY THIS SECURITY IS SUBORDINATED TO THE SENIOR OBLIGATIONS, AS DEFINED IN AND PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT MADE AS OF JUNE 15, 2001 BY AND AMONG CONGRESS FINANCIAL CORPORATION (NEW ENGLAND), PICTURETEL CORPORATION, CERTAIN SUBSIDIARIES OF PICTURETEL CORPORATION, AND POLYCOM, INC.

PICTURETEL CORPORATION

8% SENIOR CONVERTIBLE NOTE DUE 2005
SERIES B

No. B-1 $34,900,000

    PictureTel Corporation, a Delaware corporation (the "Company"), for value received, hereby promises to pay to Polycom, Inc., or registered assigns, the principal sum of Thirty-Four Million Nine Hundred Thousand Dollars ($34,900,000) according to the payment schedule set forth below and to pay interest thereon, from June 15, 2001, or from the most recent interest payment date to which interest has been paid, quarterly on August 31, November 30, February 28 and May 31 in each year, commencing August 31, 2001, at the rate of 8% per annum until the principal hereof is due and in the manner set forth below; provided that, during the period when, and to the extent that, the principal amount of this Security is held in the Account and is not available for use by the Company, the interest rate shall be equal to the interest earned on such funds. The Company shall pay to the holder a portion of the principal amount of this Security determined by multiplying (x) the principal amount of this Security plus accrued and unpaid interest hereon by (y) one minus the fraction (not to exceed one) obtained by dividing the average of the Closing Prices of the Company's Common Stock for the 10 consecutive Trading Days ending on the Trading Day immediately preceding June 15, 2004 by $6.07 (as adjusted for stock splits, stock combinations, dividends or distributions payable in Common Stock and recapitalizations) in four equal quarterly installments, together with accrued interest thereon, on August 31, 2004, November 30, 2004, February 28, 2005, and May 31, 2005. The remaining principal amount shall be automatically converted on June 15, 2004 into Common Stock so long as (and the Company may not deliver a notice of redemption unless) (i) a shelf registration statement with respect to the resale by the holders of the Common Stock (as hereinafter defined) issuable upon conversion of this Security has been declared effective under the Securities Act by the Commission in accordance with the Registration Rights Agreement, (ii) such shelf registration statement is effective and the use of it has not been suspended on the date notice of redemption is given and (iii) the Company expects such registration statement to remain effective and the use of the registration statement not to be suspended through the redemption date and for the 45 days following the redemption date; otherwise, such remaining principal amount, together with accrued interest thereon, shall be paid in cash.

    The Company, at its option, may pay interest due on each interest payment date either in cash or by issuing a note in the form of Exhibit A hereto (a "PIK Note") having a principal amount equal to the interest due on such date. Interest shall accrue at the rate of 16% per annum on any overdue principal, and to the extent permitted by law, on any overdue interest and in each case shall be payable in cash. The interest so payable on any interest payment date or the PIK Note so issuable will be paid or issued to the Person in whose name this Security (or one or more predecessor Securities) is

registered at 5:00 p.m., New York City time, on the regular record date for such interest, which shall be the date two business days immediately prior to the interest payment date.

    Payment of the principal of this Security shall be made upon the surrender of this Security to the Company, at its chief executive office (or such other office within the United States as shall be designated by the Company to the holder hereof) (the "Designated Office"), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Payment of interest in cash and all other amounts payable in cash with respect to this Security shall be made by wire transfer to the holder, provided that if the holder shall not have furnished wire instructions in writing to the Company no later than the business day immediately prior to the date on which the Company makes such payment, such payment may be made by U.S. dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Company security register. PIK Notes issued from time to time shall be mailed via certified mail, return receipt requested, to the address of the Person entitled thereto as such address shall appear in the Company security register.

    Whenever there is a reference in this Security, in any context, to the payment of the principal of, or interest on, this Security, such reference shall be deemed to include reference to the payment of Liquidated Damages payable as described in the Registration Rights Agreement to the extent that, in such context, Liquidated Damages are, were or would be payable in respect of this Security, and express reference of payment of Liquidated Damages (if applicable) in any provision of this Security shall not be construed as excluding Liquidated Damages in those provisions of this Security where such express reference is not made. Capitalized terms used and not otherwise defined herein, shall have the respective meanings given to those terms in Section 8 hereof.

    The holder of this Security acknowledges that Congress Financial Corporation (New England) (the "Senior Lender") has a lien on the Company's assets to secure the Company's obligations under the Loan and Security Agreement, dated August 21, 2000, entered into by and among the Senior Lender, the Company and certain subsidiaries of the Company from time to time party thereto, which will be a senior claim on the Company's assets. The Indebtedness represented by this Security is subordinated to the Senior Obligations, as defined in and pursuant to, and to the extent provided in, the Subordination Agreement made as of June 15, 2001 by and among Senior Lender, the Company, certain subsidiaries of the Company, and Polycom.

    1.  Redemption.  This Security is subject to redemption, as a whole or from time to time in part (in any amount that is an integral multiple of $1,000), upon not less than 30 nor more than 60 days' notice in the manner provided in Section 9(b) hereof (provided that any conditions set forth below in this Section 1 are satisfied), at the election of the Company, at a redemption price of 100% of the principal amount thereof, together with accrued interest to the redemption date, but interest installments whose stated maturity is on or prior to such redemption date will be payable to the holder of this Security, or one or more predecessor Securities, of record at the close of business on the relevant record dates referred to on the face hereof; provided, however, that the Company may not redeem this Security unless (and the Company may not deliver a notice of redemption unless) (i) a shelf registration statement with respect to the resale by the holders of the Common Stock (as hereinafter defined) issuable upon conversion of this Security has been declared effective under the Securities Act by the Commission in accordance with the Registration Rights Agreement, (ii) such shelf registration statement is effective and the use of it has not been suspended on the date notice of redemption is given and (iii) the Company expects such registration statement to remain effective and the use of the registration statement not to be suspended through the redemption date and for the 45 days following the redemption date.

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    2.  Conversion.

    (a) (1) The holder of this Security is entitled at any time and from time to time after the termination of the Merger Agreement and prior to the payment in full of the principal amount of this Security (or, in case this Security is called for redemption or the holder hereof has exercised his right to require the Company to repurchase this Security or a portion hereof pursuant to Section 3 hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company defaults in making the payment due upon redemption or repurchase) not after, 5:00 p.m., New York City time, on the redemption date or the Repurchase Date, as the case may be), to convert this Security (or any portion of the principal amount hereof that is an integral multiple of $1,000), into fully paid and nonassessable Common Stock (as hereinafter defined) (calculated as to each conversion to the nearest 1/100 of a share) of the Company at the Conversion Rate (as defined below) by surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company that the holder hereof elects to convert this Security (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). Notwithstanding the foregoing, unless the holder of this Security notifies the Company to the contrary, such holder shall be deemed for all purposes to have converted this Security, subject only to surrender of this Security against delivery of the Common Stock and cash payable for fractional shares issuable upon such conversion (which surrender may take place before or after the date of such deemed conversion, without affecting the validity thereof), immediately prior to the close of business on the redemption date, if this Security is redeemed pursuant to Section 1 hereof.

    (2) Upon surrender of this Security for conversion, the holder will be entitled to payment in cash of the interest accruing on the principal amount of this Security then being converted and unpaid to such date of conversion.

    (3) Subject to Section 2(b) below, no payment or adjustment is to be made on conversion for dividends on the Common Stock issued on conversion hereof. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest, the Company shall pay a cash adjustment, computed on the basis of the Closing Price of the Common Stock on the Trading Day immediately prior to the Company Conversion Date, or, at its option, the Company shall round up to the next higher whole share.

    Notwithstanding any other provision of this Security, the Company shall, if the holder so elects, deliver the Common Stock issuable upon conversion of this Security to any third party designated by the holder.

    If any of the foregoing provisions of this Section 2(a) are inconsistent with applicable law, such law shall govern.

    (b) The Conversion Rate will be subject to adjustments from time to time as follows:

     (i) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company payable in Common Stock, the Conversion Rate in effect at the opening of business on the day following the Determination Date (as hereinafter defined) for such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date and the denominator shall be the sum of such number of shares of Common Stock and the total number of shares of Common Stock constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such Determination Date. The Company will not pay any dividend or make any distribution on Common Stock held in the treasury of the Company.

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    (ii) Subject to the last sentence of paragraph (vii) of this Section 2(b), in case the Company shall issue Options to all holders of its Common Stock entitling them to subscribe for or purchase Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock on the Determination Date for such distribution, the Conversion Rate in effect at the opening of business on the day following such Determination Date shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following such Determination Date. For the purposes of this paragraph (ii), the number of shares of Common Stock at any time outstanding shall not include Common Stock held in the treasury of the Company but shall include Common Stock issuable in respect of scrip certificates issued in lieu of fractions of Common Stock. The Company will not issue any rights, options or warrants in respect of Common Stock held in the treasury of the Company.

    (iii) In case outstanding Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

    (iv) Subject to the last sentence of paragraph (vii) of this Section 2(b), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock, or other property (including securities, but excluding (A) any Options referred to in paragraph (ii) of this Section 2(b), (B) any dividend or distribution paid exclusively in cash, (C) any dividend or distribution referred to in paragraph (i) of this Section 2(b) and (D) any merger or consolidation to which Section 2(h) applies), the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such distribution by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock on such Determination Date less the then fair market value (as determined in good faith by the Board of Directors of the Company in accordance with the provisions of this Section 2(b)(iv)) of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following such Determination Date. If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (iv) by reference to the actual or when issued trading market for any securities constituting such distribution, it must in doing so consider the prices in such market over the same period used in computing the current market price per share pursuant to paragraph (ix) of this Section 2(b).

    (v) In case the Company shall, by dividend or otherwise, make a Cash Distribution (as hereinafter defined), then, and in each such case, immediately after the close of business on the

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Determination Date for such Cash Distribution, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on such Determination Date by a fraction (A) the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock on such Determination Date less an amount equal to the quotient of (x) the amount of such Cash Distribution divided by (y) the number of shares of Common Stock outstanding on such Determination Date and (B) the denominator of which shall be equal to the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock on such Determination Date.

    (vi) In case the Company or any Subsidiary shall make an Excess Purchase Payment (as hereinafter defined), then, and in each such case, immediately prior to the opening of business on the day after the tender offer in respect of which such Excess Purchase Payment is to be made expires, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Determination Date for such tender offer by a fraction (A) the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock on such Determination Date less an amount equal to the quotient of (x) the Excess Purchase Payment divided by (y) the number of shares of Common Stock outstanding (including any tendered shares) as of the Determination Date less the number of all Common Stock validly tendered and not withdrawn as of the Determination Date and (B) the denominator of which shall be equal to the current market price per share (determined as provided in paragraph (ix) of this Section 2(b)) of the Common Stock as of such Determination Date.

   (vii) The partial reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger to which Section 2(h) applies) shall be deemed to involve (A) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be the Determination Date), and (B) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of paragraph (iii) of this Section 2(b)). Rights or warrants issued by the Company to all holders of its Common Stock entitling the holders thereof to subscribe for or purchase Common Stock, which rights or warrants (A) are deemed to be transferred with such Common Stock, (B) are not exercisable and (C) are also issued in respect of future issuances of Common Stock, in each case in clauses (A) through (C) until the occurrence of a specified event or events ("Trigger Event"), shall for purposes of this Section 2(b) not be deemed issued until the occurrence of the earliest Trigger Event.

   (viii) If and whenever on or after the date of issuance of this Security the Company issues or sells, or in accordance with this Section 2(b) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding (A) shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan or which are issued or deemed to have been issued by the Company upon the issuance, exercise or conversion of the Other Securities and (B) an issuance to which paragraph (ii) of this Section 2(b) applies) for a consideration per share less than a price (the "Applicable Price") equal to the greater of (A) the Conversion Price in effect on the date of such issuance or sale or (B) the Closing Price of the Common Stock on the date of such issuance or sale, then immediately after such issue or sale the

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Conversion Rate then in effect shall be increased to an amount equal to the product of (x) the Conversion Rate in effect immediately prior to such issue or sale and (y) the quotient determined by dividing (1) the product of the Applicable Price multiplied by the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale by (2) the sum of the product of the Applicable Price and the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale and the consideration, if any, received by the Company upon such issue or sale.

    (ix) For the purpose of any computation under paragraphs (ii), (iv), (v), or (vi) of this Section 2(b), the current market price per share of Common Stock on any date shall be calculated by the Company and be deemed to be the average of the daily Closing Prices for the five consecutive Trading Days commencing ten Trading Days before the earlier of (x) the day in question and (y) the day before the "ex" date with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term "ex date", when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities market or on the applicable securities exchange without the right to receive such issuance or distribution.

    (x) No adjustment in the Conversion Rate shall be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph (x)) would require an increase or decrease of at least one percent in such rate; provided, however, that any adjustments which by reason of this paragraph (x) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

    (xi) The Company may make such increases in the Conversion Rate, for the remaining term of the Securities or any shorter term, in addition to those required by paragraphs (i), (ii), (iii), (iv), (v), (vi) and (viii) of this Section 2(b) as it considers to be advisable in order to avoid or diminish any income tax to any holders of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes.

   (xii) For purposes of determining the adjusted Conversion Rate under Section 2(b)(viii) above, the following shall be applicable:

    (A) If the Company in any manner grants any Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 2(b)(xii)(A), the "lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Conversion Rate shall be made upon the actual issuance of such Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

    (B) If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is issuable upon the conversion or exchange thereof is less than the Applicable Price, then such share of Common Stock shall

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be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 2(b)(xii)(B), the "lowest price per share for which one share of Common Stock is issuable upon the conversion or exchange" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion or exchange of such Convertible Security. No further adjustment of the Conversion Rate shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Conversion Rate had been or is to be made pursuant to other provisions of this Section 2(b)(xii), no further adjustment of the Conversion Rate shall be made by reason of such issue or sale.

    (C) If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock changes at any time, the Conversion Rate in effect at the time of such change shall be adjusted to the Conversion Rate which would have been in effect at such time had such Options or Convertible Securities provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(b)(xii)(C), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance of this Security are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change. No adjustment pursuant to this Section 2(b)(xii) shall be made if such adjustment would result in a decrease of the Conversion Rate then in effect.

   (xiii) For purposes of determining the adjusted Conversion Rate under Sections 2(b)(viii) and 2(b)(xii), the following shall be applicable:

    (A) If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company therefor. If any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the average of the Closing Price of such security for the five consecutive Trading Days immediately preceding the date of receipt of such securities. If any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined jointly by the Company and the holder of this Security. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the "Valuation Event"), the fair value of such consideration will be determined within five business days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the holder of this Security. The determination of such appraiser shall be final and binding upon all parties and the fees and expenses of such appraiser shall be borne jointly by the Company and the holder of this Security.

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    (B) In case any Option is issued in connection with the issue or sale of Other Securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for a consideration of $0.01.

    (C) The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Company, and the disposition of any shares so owned or held will be considered an issue or sale of Common Stock unless such shares are cancelled.

    (D) If the Company takes a record of the holders of Common Stock for the purpose of entitling them (1) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (2) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

    (c) Whenever the Conversion Rate is adjusted as provided in Section 2(b), the Company shall compute the adjusted Conversion Rate in accordance with Section 2(b) and shall prepare a certificate signed by the chief financial officer of the Company setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and shall promptly deliver such certificate to the holder of this Security.

    (d) In case:

     (i) the Company shall declare a dividend or other distribution on its Common Stock payable (A) otherwise than exclusively in cash or (B) exclusively in cash in an amount that would require any adjustment pursuant to Section 2(b); or

    (ii) the Company shall authorize the granting to the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights; or

    (iii) of any reclassification of the Common Stock of the Company, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance, sale, transfer or lease of all or substantially all of the assets of the Company; or

    (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

    (v) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer);

then the Company shall cause to be delivered to the holder of this Security, at least 20 days (or 10 days in any case specified in clause (i) or (ii) above) prior to the applicable record, expiration or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, (y) the date on which the right to make tenders under such tender offer expires or (z) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (i) through (v) of this Section 2(d).

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    (e) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the Security, the full number of shares of Common Stock then issuable upon the conversion of this Security.

    (f)  Except as provided in the next sentence, the Company will pay any and all taxes and duties that may be payable in respect of the issue or delivery of Common Stock on conversion of the Security. The Company shall not, however, be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue and delivery of Common Stock in a name other than that of the holder of this Security, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax or duty, or has established to the satisfaction of the Company that such tax or duty has been paid.

    (g) The Company agrees that all Common Stock which may be delivered upon conversion of the Security, upon such delivery, will have been duly authorized and validly issued and will be fully paid and nonassessable (and shall be issued out of the Company's authorized but unissued Common Stock) and, except as provided in Section 2(f), the Company will pay all taxes, liens and charges with respect to the issue thereof.

    (h) In case of any consolidation of the Company with any other Person, any merger of the Company into another Person or of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of the properties and assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such properties and assets, as the case may be, shall execute and deliver to the holder of this Security a supplemental agreement providing that such holder have the right thereafter, during the period this Security shall be convertible as specified in Section 2(a), to convert this Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (including any Common Stock retainable) by a holder of the number of shares of Common Stock of the Company into which this Security might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not a Person with which the Company consolidated, into which the Company merged or which merged into the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a "Constituent Person"), or an Affiliate of a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section 2(h) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2. The above provisions of this Section 2(h) shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. In this paragraph, "securities of the kind receivable" upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of Common Stock means securities that, among other things, are registered and transferable under the Securities Act, and listed and approved for quotation in all securities markets, in each case to the same extent as such securities so receivable by a holder of Common Stock. If this Section 2(h) applies to any event or occurrence, then the provisions of Section 2(b) shall not apply.

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    (i)  In no event may the holder hereof convert, in the aggregate, amounts owed under this Security (including any Securities issued in replacement hereof) into a number of shares that, when combined with shares converted pursuant to the other notes issued pursuant to the Note Agreement exceeds 19.9% of the fully diluted issued and outstanding shares of the Company. Such percentage shall be calculated in accordance with the shareholder approval guidelines of the Nasdaq National Market.

    (j)  The Company (A) will effect all registrations with, and obtain all approvals by, all governmental authorities that may be necessary under any United States Federal or state law (including the Securities Act, the Securities Exchange Act of 1934 and state securities and Blue Sky laws) for the Common Stock issuable upon conversion of this Security to be lawfully issued and delivered as provided herein, and thereafter publicly traded (if permissible under the Securities Act) and qualified or listed as contemplated by clause (B) (it being understood that the Company shall not be required to register the Common Stock issuable on conversion hereof under the Securities Act except pursuant to the Registration Rights Agreement between the Company and the initial holder of this Security); and (B) will list the Common Stock required to be issued and delivered upon conversion of Securities, prior to such issuance or delivery, on each national securities exchange on which outstanding Common Stock is listed or quoted at the time of such delivery, or if the Common Stock is not then listed on any securities exchange, to qualify the Common Stock for quotation on the Nasdaq National Market or such other inter-dealer quotation system, if any, on which the Common Stock is then quoted.

    3.  Right to Require Repurchase.

    (a) In the event that a Change in Control or a Repurchase Event (each as hereinafter defined) shall occur, then the holder of this Security shall have the right, at such holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, this Security, or any portion of the principal amount hereof that is equal to $1,000 or any integral multiple thereof. Upon the exercise of such repurchase right pursuant to Section 3(b), the repurchase shall take place (the "Repurchase Date") (x) on the date that is five Trading Days after the date on which the holder of this Security delivers a Repurchase Notice if delivered in connection with a Change in Control, and (y) on the date that is five Trading Days after the date on which the holder of this Security delivers a Repurchase Notice in the case of the occurrence of any Repurchase Event; provided that any portion of the principal amount of this Security which has been made available to the Company shall be due within 90 days after the occurrence of an event described in clause (B) or (C) of the definition of Repurchase Event, and in each case at a purchase price equal to the Repurchase Price (as hereinafter defined). The Company agrees to give the holder of this Security notice, in the manner provided in Section 9(b), of any Change in Control or any Repurchase Event, promptly and in any event within two Trading Days of the occurrence thereof; provided that the failure of the Company to give such notice shall not effect the holder's repurchase right under this Section 3.

    (b) To exercise a repurchase right, the holder shall deliver to the Company, together with this Security, written notice of the holder's exercise of such right (a "Repurchase Notice"), which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this Security is to be repurchased in part, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby. The holder of this Security may deliver a Repurchase Notice at any time after the occurrence of a Change in Control or Repurchase Event. Such written notice shall be irrevocable, except that the right of the holder to convert this Security (or the portion hereof with respect to which the repurchase right is being exercised) shall continue until the close of business on the Trading Day prior to the Repurchase Date.

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    (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the holder the Repurchase Price in cash on or prior to the Repurchase Date.

    (d) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 16% per annum, payable in cash, and shall remain convertible into Common Stock until the principal of this Security (or portion thereof, as the case may be) shall have been paid or duly provided for.

    (e) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.

    (f)  For purposes of this Section 3:

     (i) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934;

    (ii) a "Change in Control" shall be deemed to have occurred at the time, after the original issuance of this Security, of:

    (1) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the elections of directors (any shares of voting stock of which such Person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or

    (2) any consolidation or merger of the Company with or into, any other Person, any merger of another Person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another Person (other than (a) any such transaction pursuant to which holders of Common Stock immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving Person immediately after such transaction and (b) any merger (x) which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock or (y) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding Common Stock into solely shares of common stock);

    (iii) the "current market price" of a share of Common Stock shall be the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date; and

    (iv) "Repurchase Event" means the occurrence of any of the following: (A) the Company terminates the Merger Agreement pursuant to Section 8.1(h) thereof or Polycom terminates the Merger Agreement pursuant to Section 8.1(g) thereof following a Triggering Event (as defined in the Merger Agreement); (B) Polycom terminates the Merger Agreement pursuant to

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Section 8.1(d) or Section 8.1(e) thereof; (C) the Merger Agreement is terminated pursuant to Section 8(b)(i) thereof solely due to the failure to satisfy the Minimum Condition (as defined in the Merger Agreement); (D) the Company terminates the Merger Agreement pursuant to Section 8(b)(ii) thereof, other than (1) if such termination occurs following Polycom's refusal to extend the End Date (as defined in the Merger Agreement) after a request from the Company to do so or (2) such termination occurs after May 24, 2002; or (E) the Merger Agreement is terminated as a result of the occurrence of any of the events or circumstances described in clauses (d) through (h) of Anne A to the Merger Agreement.

    (v) "Repurchase Price" means the sum of (a) 100% of the principal amount of this Security to be repurchased pursuant to this Section 3 and (b) accrued and unpaid interest on this Security to the date of payment.

    (g) The holder of this Security agrees that it will not exercise its rights under this Section 3 with respect to any Repurchase Event (other than a Repurchase Event described in clause (A) of the definition thereof) to the extent the Company asserts that the exercise thereof would cause the Company's cash and Cash Equivalents, determined on a consolidated basis in accordance with GAAP, to be less than its current liabilities, determined on a consolidated basis in accordance with GAAP. At any time when the holder of this Security may exercise its rights under this Section 3 with respect to a Repurchase Event, the Company shall provide the holder within 3 business days such information as the holder may reasonably request to establish any assertion by the Company under this Section 3(g). Nothing in this Section 3(g) shall limit Polycom's ability to exercise its rights against the Account.

    4.  Certain Covenants.  

    (a) From and after the termination of the Merger Agreement and until the Obligations hereunder are paid in full:

     (i) The Company will maintain or cause to be maintained its and each of its Subsidiaries' corporate or other organizational existence and good standing in its jurisdiction of incorporation and maintain its qualification in each jurisdiction where the failure to so qualify would reasonably be expected to have a Material Adverse Effect.

    (ii) The Company will, and will cause each of its Subsidiaries to, comply with all applicable statutes, regulation and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property, other than those the noncompliance with which would not have, and which would not reasonably be expected to have, a Material Adverse Effect.

    (iii) The Company will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it and all lawful claims which, if unpaid, might become a Lien or charge upon any properties of the Company or any of its Subsidiaries; provided that, neither the Company nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP.

    (iv) The Company will, and will cause each of its Subsidiaries to, (A) maintain insurance coverage by such insurers and in such forms and amounts and against such risks as are customarily carried by persons conducting businesses similar to those of the Company and its Subsidiaries and (B) promptly upon holder's request, furnish to holder such information about such insurance as holder may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to holder.

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    (v) As soon as available, and in any event within 45 days after the close of each of the quarterly accounting periods in each fiscal year of the Company, the Company shall deliver to holder the unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at the end of such quarterly period and the related unaudited consolidated statements of income and cash flows for such quarterly period and for the fiscal year to date, and setting forth, in the case of such unaudited consolidated statements of income and cash flows, comparative figures for the related periods in the prior fiscal year, and which consolidated financial statements shall be certified on behalf of the Company by is chief financial officer as having been prepared in accordance with GAAP and presenting fairly the consolidated financial position of the Company and its consolidated Subsidiaries as at such fiscal quarter and the consolidated results of their operations and cash flows for such fiscal quarter, subject to normal year-end adjustments.

    (vi) Neither Company nor any of its Subsidiaries shall make any Investment in cash in the Equity Securities of any Person except for strategic technological investments for which the holder hereof has given its consent, which consent will not be unreasonably withheld.

   (vii) Neither the Company nor any of its Subsidiaries shall (i) pay any dividends or make any distributions on its Equity Securities other than dividends paid on the Company's common stock paid solely in the Company's common stock; (ii) purchase redeem, retire, defease or otherwise acquire for value any of its Equity Securities; (iii) return any capital to any holder of its Equity Securities; (iv) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities; or (v) set apart any sum for any such purpose; provided that any Subsidiary may pay cash dividends to the Company.

   (viii) Neither the Company nor any of its Subsidiaries shall make any payment or distribution in cash to any stockholder or Affiliate of the Company other than payments or distributions made in the ordinary course of business.

    (b) Until the earlier of the closing of the Merger (as defined in the Merger Agreement) or the termination of the Merger Agreement, the Company will comply with Section 5.1 of the Merger Agreement.

    (c) The Company shall not grant a Lien on any of its assets which is junior to the Lien of the Senior Lender other than Liens in favor of Polycom.

    5.  Events of Default.

    (a) "Event of Default", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (i) default in the payment of any principal of this Security when it becomes due and payable or default in the payment of any interest upon this Security when it becomes due and payable, and continuance of such default for a period of 30 days; or

    (ii) default by the Company in the performance of its obligations in respect of any conversion of this Security (or any portion hereof) in accordance with Section 2 for a period of 5 days; or

    (iii) failure by the Company to give any notice of a Change in Control required to be delivered in accordance with Section 3(a); or

    (iv) default in the performance, or breach, of any covenant of the Company herein (other than a covenant a default in the performance or breach of which is specifically dealt with elsewhere in this Section 5(a) and other than the covenants set forth in Section 4(b)) and continuance of such default or breach for a period of 45 days after there has been given, in the

13

manner set forth in Section 9(b), to the Company by the holder of this Security a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

    (v) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company, or under any agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company, with a principal amount then outstanding in excess of $1,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay the principal of such indebtedness (in whole or in any part greater than $1,000,000) when due and payable or shall have resulted in such indebtedness (in whole or in any part greater than $1,000,000) becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 30 days after there shall have been given, in the manner set forth in Section 9(b), to the Company by the holder of this Security a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a "Notice of Default" hereunder; or

    (vi) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Significant Subsidiary (as defined below) in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of its or their respective property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

   (vii) the commencement by the Company or any Significant Subsidiary of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any Significant Subsidiary to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either the Company or a Significant Subsidiary, or the filing by either the Company or a Significant Subsidiary of a petition or answer or consent seeking reorganization or similar relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of the property of either the Company or any Significant Subsidiary, or the making by either the Company or any Significant Subsidiary of an assignment for the benefit of creditors, or the admission by either the Company or any Significant Subsidiary in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Significant Subsidiary in furtherance of any such action; or

   (viii) one or more judgments, orders or decrees shall be entered against the Company and/or any of its Significant Subsidiaries involving a liability (whether or not covered by insurance) of $500,000 or more in the aggregate for all such judgments, orders or decrees and such judgments, orders or decrees shall not have been vacated, discharged or stayed or bonded pending appeal within 30 days from the entry thereof.

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    (b) If an Event of Default (other than an Event of Default specified in Section 5(a)(vi) or 5(a)(vii)) occurs and is continuing, then in every such case the holder of this Security may declare the principal hereof to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5(a)(vi) or 5(a)(vii) occurs and is continuing with respect to the Company, the principal of, and accrued interest on, this Security shall ipso facto become immediately due and payable without any declaration or other act of the holders.

    (c) The Company will give the holder of this Security notice, within two Trading Days of the occurrence thereof, of any Event of Default or any event that, with the giving of notice or passage of time or both, would become an Event of Default. Such notice shall be given in the manner provided in Section 9(b).

    (d) The holder of this Security agrees that it will not exercise its rights under this Section 5 to declare the principal and interest on this Security to be immediately due and payable with respect to any Event of Default (other than an Event of Default specified in Section 5(a)(vi) or 5(a)(vii)) to the extent that the Company asserts that the exercise thereof would cause the Company's cash and Cash Equivalents, determined on a consolidated basis in accordance with GAAP, to be less than its current liabilities, determined on a consolidated basis in accordance with GAAP. At any time when the holder of this Security may exercise its rights under this Section 5 with respect to an Event of Default, the Company shall provide the holder within 3 business days such information as the holder may reasonably request to establish any assertion by the Company under this Section 5(d). Nothing in this Section 5(d) shall limit Polycom's ability to exercise its rights against the Account. The holder of this Security agrees that it will not join with any other creditors of the Company to commence an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or similar law.

    6.  Reserved.

    7.  Reserved.

    8.  Definitions.  Capitalized terms used in this Security and not otherwise defined have the meanings given to them in the Note Agreement. Unless otherwise defined in this Security, the following capitalized terms shall have the following respective meanings when used herein:

    "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

    "Approved Stock Plan" means any stock option plan, restricted stock plan or stock purchase plan which has been approved by the Board of Directors of the Company pursuant to which the Company's securities may be issued to any employee, officer or director for services provided to the Company.

    "Cash Distribution" means the distribution by the Company to all holders of its Common Stock of cash, other than any cash that is distributed upon a merger or consolidation to which Section 2(h) applies or as part of a distribution referred to in paragraph (iv) of Section 2(b).

    "Closing Price" means, with respect to the Common Stock of the Company, for any day, the reported last sale price per share on the Nasdaq National Market, or, if the Common Stock is not admitted to trading on the Nasdaq National Market, on the principal national securities exchange or inter-dealer quotation system on which the Common Stock is listed or admitted to trading, or if not admitted to trading on the Nasdaq National Market, or listed or admitted to trading on any national

15

securities exchange or inter-dealer quotation system, the closing bid price per share in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

    "Commission" means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities and Exchange Act of 1934, as amended, or the Securities Act, whichever is the relevant statute for the particular purpose.

    "Common Stock" means the Common Stock, par value $0.01 per share, of the Company authorized at the date of this instrument as originally executed. Subject to the provisions of Section 2, shares issuable on conversion or repurchase of this Security shall include only Common Stock or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of this Security shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

    "Common Stock Deemed Outstanding" means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Section 2(b)(viii) hereof regardless of whether the Options or Convertible Securities are actually exercisable at such time, but excluding any shares of Common Stock owned or held by or for the account of the Company or issuable upon exercise of this Security.

    "Convertible Securities" means any stock or securities (other than Options) directly or indirectly convertible into or exchangeable for Common Stock.

    "Conversion Price" on any day shall equal $1,000 divided by the Conversion Rate in effect on such day.

    "Conversion Rate" means (i) the rate of 222.22 shares of Common Stock for each $1,000 principal amount of Security; provided that, if the transactions contemplated by the Merger Agreement are not consummated as a result of either (A) the lack of termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (B) pursuant to Section 8.1(a) of the Merger Agreement or (C) the occurrence of events or circumstances whereby the Company exercises its right under Section 8.1(c) to terminate the Merger Agreement, the rate of 164.74 shares of Common Stock for each $1,000 principal amount of Security, in each case as adjusted from time to time pursuant to Section 2(b).

    "Determination Date" means, in the case of a dividend or other distribution, including the issuance of rights, options or warrants, to shareholders, the date fixed for the determination of shareholders entitled to receive such dividend or other distribution and, in the case of a tender offer, the last time that tenders could have been made pursuant to such tender offer.

    "Equity Securities" of any Person means (a) all common stock, preferred stock, participations, shares, partnership interests or other equity interests in and of such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing.

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    "Excess Purchase Payment" means the product of (A) the excess, if any, of (i) the amount of cash plus the fair market value (as determined in good faith by the Company's Board of Directors) of any non-cash consideration required to be paid with respect to one share of Common Stock acquired or to be acquired in a tender offer made by the Company or any Subsidiary of the Company for all or any portion of the Common Stock over (ii) the current market price per share as of the last time that tenders could have been made pursuant to such tender offer and (B) the number of shares of Common Stock validly tendered and not withdrawn as of the Determination Date in respect of such tender offer.

    "Indebtedness" means:

    (a) All indebtedness of the Company for money borrowed that is evidenced by notes, debentures, bonds or other securities (including, but not limited to, those which are convertible or exchangeable for securities of the Company);

    (b) All indebtedness of the Company due and owing with respect to letters of credit (including, but not limited to, reimbursement obligations with respect thereto);

    (c) All indebtedness or other obligations of the Company due and owing with respect to interest rate and currency swap agreements, cap, floor and collar agreements, currency spot and forward contracts and other similar agreements and arrangements;

    (d) All indebtedness consisting of commitment or standby fees due and payable to lending institutions with respect to credit facilities or letters of credit available to the Company;

    (e) All obligations of the Company under leases required or permitted to be capitalized under generally accepted accounting principles;

    (f)  All indebtedness or obligations of others of the kinds described in any of the preceding clauses (a), (b), (c), (d) or (e) assumed by or guaranteed in any manner by the Company or in effect guaranteed (directly or indirectly) by the Company through an agreement to purchase, contingent or otherwise, and all obligations of the Company under any such guarantee or other arrangements; and

all renewals, extensions, refundings, deferrals, amendments or modifications of indebtedness or obligations of the kinds described in any of the preceding clauses (a), (b), (c), (d), (e) or (f); unless in the case of any particular indebtedness, obligation, renewal, extension, refunding, amendment, modification or supplement, the instrument or other document creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, obligation, renewal, extension, refunding, amendment, modification or supplement is subordinate to, or is not superior to, or is pari passu with, this Security.

    "Investment" of any Person means any loan or advance of funds by such Person to any other Person (other than advances to employees of such Person for moving and travel expense, drawing accounts and similar expenditures in the ordinary course of business), any purchase or other acquisition of any Equity Securities or Indebtedness of any other Person, any capital contribution by such Person to or any other investment by such Person in any other Person (including, without limitation, any Indebtedness incurred by such Person on behalf of any other Person); provided, however, that Investments shall not include accounts receivable or other indebtedness owed by customers of such Person which are current assets and arose from sales or non-exclusive licensing in the ordinary course of such Person's business.

    "Liquidated Damages" has the meaning given to such term in the Registration Rights Agreement.

    "Note Agreement" means the Note Agreement, dated as of June 15, 2001, entered into by and between the Company and Polycom.

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    "Options" means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

    "Other Securities" means (a) those Options of the Company issued prior to, and outstanding on the date of issuance of this Security and (b) the shares of Common Stock issued upon exercise of such Options, provided that such Options are not amended in any material way after the issuance date of this Security.

    "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

    "Polycom" means Polycom, Inc., a Delaware corporation.

    "Registration Rights Agreement" means the Registration Rights Agreement, dated as of June 15, 2001, between the Company and the initial holder of this Security.

    "Securities Act" means the Securities Act of 1933, as amended.

    "Significant Subsidiary" means, with respect to any Person, a Subsidiary of such Person that would constitute a significant subsidiary" as such term is defined under Rule 1-02 of Regulation S-X of the Commission.

    "Subsidiary" shall mean (a) any corporation of which more than 50% of the issued and outstanding equity securities having ordinary voting power to elect a majority of the board of directors of such corporation is at the time directly or indirectly owned or controlled by the Company, (b) any partnership, joint venture, limited liability company or other association of which more than 50% of the equity interests having the power to vote, direct or control the management of such partnership, joint venture, limited liability company or other association is at the time directly or indirectly owned and controlled by the Company, and (c) any other entity included in the financial statements of the Company on a consolidated basis.

    "Trading Day" means (i) if the Common Stock is admitted to trading on the Nasdaq National Market or any other system of automated dissemination of quotations of securities prices, a day on which trades may be effected through such system; (ii) if the Common Stock is listed or admitted for trading on the New York Stock Exchange or any other national securities exchange, a day on which such exchange is open for business; or (iii) if the Common Stock is not admitted to trading on the Nasdaq National Market or listed or admitted for trading on any national securities exchange or any other system of automated dissemination of quotation of securities prices, a day on which the Common Stock is traded regular way in the over-the-counter market and for which a closing bid and a closing asked price for the Common Stock are available.

    9.  Other.

    (a) No provision of this Security shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, if any, on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as herein provided.

    (b) The Company will give prompt written notice to the holder of this Security of any change in the location of the Designated Office. Any notice to the Company or to the holder of this Security shall be given in the manner set forth in the Note Agreement.

    (c) The transfer of this Security is registrable on the register maintained by the Company upon surrender of this Security for registration of transfer at the Designated Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new

18

Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Such Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. No service charge shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith. Prior to due presentation of this Security for registration of transfer, the Company and any agent of the Company may treat the Person in whose name this Security is registered as the owner thereof for all purposes, whether or not this Security be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

    (d) This Security shall be governed by and construed in accordance with the internal laws of the State of New York, United States of America, without regard to principles of conflicts of laws.

[The remainder of this page is intentionally left blank]

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    IN WITNESS WHEREOF, the Company has caused this Security to be duly executed.

Dated: June 15, 2001

PictureTel Corporation
By:	/s/ DALTON T. EDGECOMB
Name:	Dalton T. Edgecomb
Title:	Chief Financial Officer

20

ELECTION OF HOLDER TO REQUIRE REPURCHASE

    1.  Pursuant to Section 3(a) of this Security, the undersigned hereby elects to have all or a portion of this Security repurchased by the Company.

    2.  The undersigned hereby directs the Company to pay [choose one] (a) it or (b) Name:                                                  ; address:                                                  ; Social Security or Other Taxpayer Identification Number, if any:                                                  , an amount in cash equal to the Repurchase Price, as provided herein.

	Dated:
	[Holder]
	By:
	Name:
	Title:
Principal amount to be repurchased (an integral multiple of $1,000):
Remaining principal amount following such repurchase (not less than $1,000):

NOTICE: The signature to the foregoing Election must correspond to the name as written upon the face of this Security in every particular, without alteration or any change whatsoever.

21

CONVERSION NOTICE

    The undersigned holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is an integral multiple of $1,000) below designated, into Common Stock in accordance with the terms of this Security, and directs that such shares, together with a check in payment for any fractional share and any Security representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Stock or Securities are to be registered in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Dated:

[Holder]

By:

Name:

Title:

If shares or Securities are to be registered in the name of a Person other than the holder, please print such Person's name and address:

Name

Address

Social Security or other Taxpayer Identification Number, if any

If only a portion of the Securities is to be converted, please indicate:

1.

Principal amount to be converted: $                                                  

2.

Principal amount and denomination of Security representing unconverted principal amount to be issued:

Amount: $                                                  

    Denominations: $                          (any integral multiple of $1,000)

22

EXHIBIT A

Form of PIK Note

    THE INDEBTEDNESS REPRESENTED BY THIS SECURITY IS SUBORDINATED TO THE SENIOR OBLIGATIONS, AS DEFINED IN AND PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT MADE AS OF JUNE      , 2001 BY AND AMONG CONGRESS FINANCIAL CORPORATION (NEW ENGLAND), PICTURETEL CORPORATION, CERTAIN SUBSIDIARIES OF PICTURETEL CORPORATION, AND POLYCOM, INC.

PICTURETEL CORPORATION

8% SENIOR NOTE DUE 2005
SERIES B

No. B- [$            ]

    PictureTel Corporation, a Delaware corporation (the "Company"), for value received, hereby promises to pay to Polycom, Inc., or registered assigns, the principal sum of      Dollars ($      ) according to the payment schedule set forth below and to pay interest thereon, from May       , 2001, or from the most recent interest payment date to which interest has been paid, quarterly on August 31, November 30, February 28 and May 31 in each year, commencing      , at the rate of 8% per annum until the principal hereof is due and in the manner set forth below; provided that, during the period when, and to the extent that, amounts are held in the Account and are not available for use by the Company, the interest rate shall be equal to the interest earned on such funds. The Company shall pay to the holder a portion of the principal amount of this Security determined by multiplying (x) the principal amount of this Security plus accrued and unpaid interest hereon by (y) one minus the fraction (not to exceed one) obtained by dividing the average of the Closing Prices of the Company's Common Stock for the 10 consecutive Trading Days ending on the Trading Day immediately preceding June      , 2004 by $6.07 (as adjusted for stock splits, stock combinations, dividends or distributions payable in Common Stock and recapitalizations) in four equal quarterly installments, together with accrued interest thereon, on August 31, 2004, November 30, 2004, February 28, 2005, and May 31, 2005.

    The Company, at its option, may pay interest due on each interest payment date either in cash or by issuing a note in the form hereof (a "PIK Note") having a principal amount equal to the interest due on such date. Interest shall accrue at the rate of 16% per annum on any overdue principal, and to the extent permitted by law, on any overdue interest and in each case shall be payable in cash. The interest so payable on any interest payment date or the PIK Note so issuable will be paid or issued to the Person in whose name this Security (or one or more predecessor Securities) is registered at 5:00 p.m., New York City time, on the regular record date for such interest, which shall be the date two business days immediately prior to the interest payment date.

    Payment of the principal of this Security shall be made upon the surrender of this Security to the Company, at its chief executive office (or such other office within the United States as shall be designated by the Company to the holder hereof) (the "Designated Office"), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Payment of interest in cash and all other amounts payable in cash with respect to this Security shall be made by wire transfer to the holder, provided that if the holder shall not have furnished wire instructions in writing to the Company no later than the business day immediately prior to the date on which the Company makes such payment, such payment may be made by U.S. dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Company

1

security register. PIK Notes issued from time to time shall be mailed via certified mail, return receipt requested, to the address of the Person entitled thereto as such address shall appear in the Company security register.

    Whenever there is a reference in this Security, in any context, to the payment of the principal of, or interest on, this Security, such reference shall be deemed to include reference to the payment of Liquidated Damages payable as described in the Registration Rights Agreement to the extent that, in such context, Liquidated Damages are, were or would be payable in respect of this Security, and express reference of payment of Liquidated Damages (if applicable) in any provision of this Security shall not be construed as excluding Liquidated Damages in those provisions of this Security where such express reference is not made. Capitalized terms used and not otherwise defined herein, shall have the respective meanings given to those terms in Section 8 hereof.

    The holder of this Security acknowledges that Congress Financial Corporation (New England) (the "Senior Lender") has a lien on the Company's assets to secure the Company's obligations under the Loan and Security Agreement, dated August 21, 2000, entered into by and among the Senior Lender, the Company and certain subsidiaries of the Company from time to time party thereto, which will be a senior claim on the Company's assets. The Indebtedness represented by this Security is subordinated to the Senior Obligations, as defined in and pursuant to, and to the extent provided in, the Subordination Agreement made as of June 15, 2001 by and among Senior Lender, the Company, certain subsidiaries of the Company, and Polycom.

    1.  Redemption.  This Security is subject to redemption, as a whole or from time to time in part (in any amount that is an integral multiple of $1,000), upon not less than 30 nor more than 60 days' notice in the manner provided in Section 9(b) hereof (provided that any conditions set forth below in this Section 1 are satisfied), at the election of the Company, at a redemption price of 100% of the principal amount thereof, together with accrued interest to the redemption date, but interest installments whose stated maturity is on or prior to such redemption date will be payable to the holder of this Security, or one or more predecessor Securities, of record at the close of business on the relevant record dates referred to on the face hereof.

    2.  Reserved.

    3.  Right to Require Repurchase.

    (a) In the event that a Change in Control or a Repurchase Event (each as hereinafter defined) shall occur, then the holder of this Security shall have the right, at such holder's option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, this Security, or any portion of the principal amount hereof that is equal to $1,000 or any integral multiple thereof. Upon the exercise of such repurchase right pursuant to Section 3(b), the repurchase shall take place (the "Repurchase Date") (x) on the date that is five Trading Days after the date on which the holder of this Security delivers a Repurchase Notice if delivered in connection with a Change in Control, (y) on the date that is five Trading Days after the date on which the holder of this Security delivers a Repurchase Notice in the case of the occurrence of any Repurchase Event; provided that any portion of the principal amount of this Security which has been made available to the Company shall be due within 90 days after the occurrence of an event described in clause (B) or (C) of the definition of Repurchase Event, and in each case at a purchase price equal to the Repurchase Price (as hereinafter defined). The Company agrees to give the holder of this Security notice, in the manner provided in Section 9(b), of any Change in Control or any Repurchase Event, promptly and in any event within two Trading Days of the occurrence thereof; provided that the failure of the Company to give such notice shall not effect the holder's repurchase right under this Section 3.

    (b) To exercise a repurchase right, the holder shall deliver to the Company, together with this Security, written notice of the holder's exercise of such right (a "Repurchase Notice"), which notice shall set forth the name of the holder, the principal amount of this Security to be repurchased (and, if this

2

Security is to be repurchased in part, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain outstanding after such repurchase is to be registered) and a statement that an election to exercise the repurchase right is being made thereby. The holder of this Security may deliver a Repurchase Notice at any time after the occurrence of a Change in Control or Repurchase Event. Such written notice shall be irrevocable.

    (c) In the event a repurchase right shall be exercised in accordance with the terms hereof, the Company shall pay or cause to be paid to the holder the Repurchase Price in cash on or prior to the Repurchase Date.

    (d) If this Security (or portion thereof) is surrendered for repurchase and is not so paid on the Repurchase Date, the principal amount of this Security (or such portion hereof, as the case may be) shall, until paid, bear interest to the extent permitted by applicable law from the Repurchase Date at the rate of 16% per annum, payable in cash.

    (e) If this Security is to be repurchased only in part, it shall be surrendered to the Company at the Designated Office (with, if the Company so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or his attorney duly authorized in writing), and the Company shall execute and make available for delivery to the holder without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.

    (f)  For purposes of this Section 3:

     (i) the term "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934;

    (ii) a "Change in Control" shall be deemed to have occurred at the time, after the original issuance of this Security, of:

    (1) the acquisition by any Person of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of transactions, of shares of capital stock of the Company entitling such Person to exercise 50% or more of the total voting power of all shares of capital stock of the Company entitled to vote generally in the elections of directors (any shares of voting stock of which such Person is the beneficial owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage) other than any such acquisition by the Company or any employee benefit plan of the Company; or

    (2) any consolidation or merger of the Company with or into, any other Person, any merger of another Person with or into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the assets of the Company to another Person (other than (a) any such transaction pursuant to which holders of Common Stock immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in the election of directors of the continuing or surviving Person immediately after such transaction and (b) any merger (x) which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Stock or (y) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding Common Stock into solely shares of common stock);

    (iii) the "current market price" of a share of Common Stock shall be the Closing Price of the Common Stock on the Trading Day immediately preceding the Repurchase Date; and

    (iv) "Repurchase Event" means the occurrence of any of the following: (A) the Company terminates the Merger Agreement pursuant to Section 8.1(h) thereof or Polycom terminates the

3

Merger Agreement pursuant to Section 8.1(g) thereof following a Triggering Event (as defined in the Merger Agreement); (B) Polycom terminates the Merger Agreement pursuant to Section 8.1(d) or Section 8.1(e) thereof; (C) the Merger Agreement is terminated pursuant to Section 8(b)(i) thereof solely due to the failure to satisfy the Minimum Condition (as defined in the Merger Agreement); (D) the Company terminates the Merger Agreement pursuant to Section 8(b)(ii) thereof, other than (1) if such termination occurs following Polycom's refusal to extend the End Date (as defined in the Merger Agreement) after a request from the Company to do so or (2) such termination occurs after May 24, 2002; or (E) the Merger Agreement is terminated as a result of the occurrence of any of the events or circumstances described in clauses (d) through (h) of Annex A to the Merger Agreement.

    (v) "Repurchase Price" means the sum of (a) 100% of the principal amount of this Security to be repurchased pursuant to this Section 3 and (b) accrued and unpaid interest on this Security to the date of payment.

    (g) The holder of this Security agrees that it will not exercise its rights under this Section 3 with respect to any Repurchase Event (other than a Repurchase Event described in clause (A) of the definition thereof) to the extent the Company asserts that the exercise thereof would cause the Company's cash and Cash Equivalents, determined on a consolidated basis in accordance with GAAP, to be less than its current liabilities, determined on a consolidated basis in accordance with GAAP. At any time when the holder of this Security may exercise its rights under this Section 3 with respect to a Repurchase Event, the Company shall provide the holder within 3 business days such information as the holder may reasonably request to establish any assertion by the Company under this Section 3(g). Nothing in this Section 3(g) shall limit Polycom's ability to exercise its rights against the Account.

    4.  Certain Covenants.

    (a) From and after the termination of the Merger Agreement and until the Obligations hereunder are paid in full:

     (i) The Company will maintain or cause to be maintained its and each of its Subsidiaries' corporate or other organizational existence and good standing in its jurisdiction of incorporation and maintain its qualification in each jurisdiction where the failure to so qualify would reasonably be expected to have a Material Adverse Effect.

    (ii) The Company will, and will cause each of its Subsidiaries to, comply with all applicable statutes, regulation and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property, other than those the noncompliance with which would not have, and which would not reasonably be expected to have, a Material Adverse Effect.

    (iii) The Company will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it and all lawful claims which, if unpaid, might become a Lien or charge upon any properties of the Company or any of its Subsidiaries; provided that, neither the Company nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP.

    (iv) The Company will, and will cause each of its Subsidiaries to, (A) maintain insurance coverage by such insurers and in such forms and amounts and against such risks as are customarily carried by persons conducting businesses similar to those of the Company and its Subsidiaries and (B) promptly upon holder's request, furnish to holder such information about such insurance as holder may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to holder.

4

    (v) As soon as available, and in any event within 45 days after the close of each of the quarterly accounting periods in each fiscal year of the Company, the Company shall deliver to holder the unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at the end of such quarterly period and the related unaudited consolidated statements of income and cash flows for such quarterly period and for the fiscal year to date, and setting forth, in the case of such unaudited consolidated statements of income and cash flows, comparative figures for the related periods in the prior fiscal year, and which consolidated financial statements shall be certified on behalf of the Company by is chief financial officer as having been prepared in accordance with GAAP and presenting fairly the consolidated financial position of the Company and its consolidated Subsidiaries as at such fiscal quarter and the consolidated results of their operations and cash flows for such fiscal quarter, subject to normal year-end adjustments.

    (vi) Neither Company nor any of its Subsidiaries shall make any Investment in cash in the Equity Securities of any Person except for strategic technological investments for which the holder hereof has given its consent, which consent will not be unreasonably withheld.

   (vii) Neither the Company nor any of its Subsidiaries shall (i) pay any dividends or make any distributions on its Equity Securities other than dividends paid on the Company's common stock paid solely in the Company's common stock; (ii) purchase redeem, retire, defease or otherwise acquire for value any of its Equity Securities; (iii) return any capital to any holder of its Equity Securities; (iv) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities; or (v) set apart any sum for any such purpose; provided that any Subsidiary may pay cash dividends to the Company.

   (viii) Neither the Company nor any of its Subsidiaries shall make any payment or distribution in cash to any stockholder or Affiliate of the Company other than payments or distributions made in the ordinary course of business.

    (b) Until the earlier of the closing of the Merger (as defined in the Merger Agreement) or the termination of the Merger Agreement, the Company will comply with Section 5.1 of the Merger Agreement.

    (c) The Company shall not grant a Lien on any of its assets which is junior to the Lien of the Senior Lender other than Liens in favor of Polycom.

    5.  Events of Default.

    (a) "Event of Default", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (i) default in the payment of any principal of this Security when it becomes due and payable or default in the payment of any interest upon this Security when it becomes due and payable, and continuance of such default for a period of 30 days; or

    (ii) Reserved; or

    (iii) failure by the Company to give any notice of a Change in Control required to be delivered in accordance with Section 3(a); or

    (iv) default in the performance, or breach, of any covenant of the Company herein (other than a covenant a default in the performance or breach of which is specifically dealt with elsewhere in this Section 5(a) and other than the covenants set forth in Section 4(b)) and continuance of such default or breach for a period of 45 days after there has been given, in the manner set forth in Section 9(b), to the Company by the holder of this Security a written notice

5

specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

    (v) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company, or under any agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company, with a principal amount then outstanding in excess of $1,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay the principal of such indebtedness (in whole or in any part greater than $1,000,000) when due and payable or shall have resulted in such indebtedness (in whole or in any part greater than $1,000,000) becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 30 days after there shall have been given, in the manner set forth in Section 9(b), to the Company by the holder of this Security a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a "Notice of Default" hereunder; or

    (vi) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Significant Subsidiary (as defined below) in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of its or their respective property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

   (vii) the commencement by the Company or any Significant Subsidiary of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any Significant Subsidiary to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either the Company or a Significant Subsidiary, or the filing by either the Company or a Significant Subsidiary of a petition or answer or consent seeking reorganization or similar relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of the property of either the Company or any Significant Subsidiary, or the making by either the Company or any Significant Subsidiary of an assignment for the benefit of creditors, or the admission by either the Company or any Significant Subsidiary in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Significant Subsidiary in furtherance of any such action; or

   (viii) one or more judgments, orders or decrees shall be entered against the Company and/or any of its Significant Subsidiaries involving a liability (whether or not covered by insurance) of $500,000 or more in the aggregate for all such judgments, orders or decrees and such judgments, orders or decrees shall not have been vacated, discharged or stayed or bonded pending appeal within 30 days from the entry thereof.

6

    (b) If an Event of Default (other than an Event of Default specified in Section 5(a)(vi) or 5(a)(vii)) occurs and is continuing, then in every such case the holder of this Security may declare the principal hereof to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such principal and all accrued interest thereon shall become immediately due and payable. If an Event of Default specified in Section 5(a)(vi) or 5(a)(vii) occurs and is continuing with respect to the Company, the principal of, and accrued interest on, this Security shall ipso facto become immediately due and payable without any declaration or other act of the holders.

    (c) The Company will give the holder of this Security notice, within two Trading Days of the occurrence thereof, of any Event of Default or any event that, with the giving of notice or passage of time or both, would become an Event of Default. Such notice shall be given in the manner provided in Section 9(b).

    (d) The holder of this Security agrees that it will not exercise its rights under this Section 5 to declare the principal and interest on this Security to be immediately due and payable with respect to any Event of Default (other than an Event of Default specified in Section 5(a)(vi) or 5(a)(vii)) to the extent that the Company asserts that the exercise thereof would cause the Company's cash and Cash Equivalents, determined on a consolidated basis in accordance with GAAP, to be less than its current liabilities, determined on a consolidated basis in accordance with GAAP. At any time when the holder of this Security may exercise its rights under this Section 5 with respect to an Event of Default, the Company shall provide the holder within 3 business days such information as the holder may reasonably request to establish any assertion by the Company under this Section 5(d). Nothing in this Section 5(d) shall limit Polycom's ability to exercise its rights against the Account. The holder of this Security agrees that it will not join with any other creditors of the Company to commence an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or similar law.

    6.  Reserved.

    7.  Reserved.

    8.  Definitions.  Capitalized terms used in this Security and not otherwise defined have the meanings given to them in the Note Agreement. Unless otherwise defined in this Security, the following capitalized terms shall have the following respective meanings when used herein:

    "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

    "Closing Price" means, with respect to the Common Stock of the Company, for any day, the reported last sale price per share on the Nasdaq National Market, or, if the Common Stock is not admitted to trading on the Nasdaq National Market, on the principal national securities exchange or inter-dealer quotation system on which the Common Stock is listed or admitted to trading, or if not admitted to trading on the Nasdaq National Market, or listed or admitted to trading on any national securities exchange or inter-dealer quotation system, the closing bid price per share in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

    "Commission" means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities and Exchange Act of 1934, as amended, or the Securities Act, whichever is the relevant statute for the particular purpose.

7

    "Common Stock" means the Common Stock, par value $0.01 per share, of the Company authorized at the date of this instrument as originally executed. Subject to the provisions of Section 2, shares issuable on conversion or repurchase of this Security shall include only Common Stock or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of this Security shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

    "Equity Securities" of any Person means (a) all common stock, preferred stock, participations, shares, partnership interests or other equity interests in and of such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing.

    "Indebtedness" means

    (a) All indebtedness of the Company for money borrowed that is evidenced by notes, debentures, bonds or other securities (including, but not limited to, those which are convertible or exchangeable for securities of the Company);

    (b) All indebtedness of the Company due and owing with respect to letters of credit (including, but not limited to, reimbursement obligations with respect thereto);

    (c) All indebtedness or other obligations of the Company due and owing with respect to interest rate and currency swap agreements, cap, floor and collar agreements, currency spot and forward contracts and other similar agreements and arrangements;

    (d) All indebtedness consisting of commitment or standby fees due and payable to lending institutions with respect to credit facilities or letters of credit available to the Company;

    (e) All obligations of the Company under leases required or permitted to be capitalized under generally accepted accounting principles;

    (f)  All indebtedness or obligations of others of the kinds described in any of the preceding clauses (a), (b), (c), (d) or (e) assumed by or guaranteed in any manner by the Company or in effect guaranteed (directly or indirectly) by the Company through an agreement to purchase, contingent or otherwise, and all obligations of the Company under any such guarantee or other arrangements; and

all renewals, extensions, refundings, deferrals, amendments or modifications of indebtedness or obligations of the kinds described in any of the preceding clauses (a), (b), (c), (d), (e) or (f); unless in the case of any particular indebtedness, obligation, renewal, extension, refunding, amendment, modification or supplement, the instrument or other document creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, obligation, renewal, extension, refunding, amendment, modification or supplement is subordinate to, or is not superior to, or is pari passu with, this Security.

    "Investment" of any Person means any loan or advance of funds by such Person to any other Person (other than advances to employees of such Person for moving and travel expense, drawing accounts and similar expenditures in the ordinary course of business), any purchase or other acquisition of any Equity Securities or Indebtedness of any other Person, any capital contribution by such Person to or any other investment by such Person in any other Person (including, without limitation, any Indebtedness incurred by such Person on behalf of any other Person); provided, however, that Investments shall not include accounts receivable or other indebtedness owed by customers of such

8

Person which are current assets and arose from sales or non-exclusive licensing in the ordinary course of such Person's business.

    "Liquidated Damages" has the meaning given to such term in the Registration Rights Agreement.

    "Note Agreement" means the Note Agreement, dated as of June 15, 2001, entered into by and between the Company and Polycom.

    "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

    "Polycom" means Polycom, Inc., a Delaware corporation.

    "Registration Rights Agreement" means the Registration Rights Agreement, dated as of June 15, 2001, between the Company and the initial holder of this Security.

    "Securities Act" means the Securities Act of 1933, as amended.

    "Significant Subsidiary" means, with respect to any Person, a Subsidiary of such Person that would constitute a significant subsidiary" as such term is defined under Rule 1-02 of Regulation S-X of the Commission.

    "Subsidiary" shall mean (a) any corporation of which more than 50% of the issued and outstanding equity securities having ordinary voting power to elect a majority of the board of directors of such corporation is at the time directly or indirectly owned or controlled by the Company, (b) any partnership, joint venture, limited liability company or other association of which more than 50% of the equity interests having the power to vote, direct or control the management of such partnership, joint venture, limited liability company or other association is at the time directly or indirectly owned and controlled by the Company, and (c) any other entity included in the financial statements of the Company on a consolidated basis.

    "Trading Day" means (i) if the Common Stock is admitted to trading on the Nasdaq National Market or any other system of automated dissemination of quotations of securities prices, a day on which trades may be effected through such system; (ii) if the Common Stock is listed or admitted for trading on the New York Stock Exchange or any other national securities exchange, a day on which such exchange is open for business; or (iii) if the Common Stock is not admitted to trading on the Nasdaq National Market or listed or admitted for trading on any national securities exchange or any other system of automated dissemination of quotation of securities prices, a day on which the Common Stock is traded regular way in the over-the-counter market and for which a closing bid and a closing asked price for the Common Stock are available.

    9.  Other.

    (a) No provision of this Security shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, if any, on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as herein provided.

    (b) The Company will give prompt written notice to the holder of this Security of any change in the location of the Designated Office. Any notice to the Company or to the holder of this Security shall be given in the manner set forth in the Note Agreement.

    (c) The transfer of this Security is registrable on the register maintained by the Company upon surrender of this Security for registration of transfer at the Designated Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new

9

Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Such Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. No service charge shall be made for any such registration of transfer, but the Company may require payment of a sum sufficient to recover any tax or other governmental charge payable in connection therewith. Prior to due presentation of this Security for registration of transfer, the Company and any agent of the Company may treat the Person in whose name this Security is registered as the owner thereof for all purposes, whether or not this Security be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

    (d) This Security shall be governed by and construed in accordance with the internal laws of the State of New York, United States of America, without regard to principles of conflicts of laws.

[The remainder of this page is intentionally left blank]

10

    IN WITNESS WHEREOF, the Company has caused this Security to be duly executed.

Dated:            , 200      

	PictureTel Corporation
	By:
	Name:
	Title:
Attest:
Name:
Title:

ELECTION OF HOLDER TO REQUIRE REPURCHASE

    1.  Pursuant to Section 3(a) of this Security, the undersigned hereby elects to have all or a portion of this Security repurchased by the Company.

    2.  The undersigned hereby directs the Company to pay [choose one] (a) it or (b) Name:                                                  ; address:                                                  ; Social Security or Other Taxpayer Identification Number, if any:                                                  , an amount in cash equal to the Repurchase Price, as provided herein.

	Dated:
	[Holder]
	By:
	Name:
	Title:
Principal amount to be repurchased (an integral multiple of $1,000):
Remaining principal amount following such repurchase (not less than $1,000):

NOTICE: The signature to the foregoing Election must correspond to the name as written upon the face of this Security in every particular, without alteration or any change whatsoever.

QuickLinks

EXHIBIT 99.7

EX-99.8

                                                             Exhibit 99.8

                              AMENDED AND RESTATED

                  EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT

         THIS AMENDED AND RESTATED AGREEMENT (the "Agreement") dated and
effective May 24, 2001 is made by and between PictureTel Corporation, a Delaware
Corporation, (the "Company") and Amit Akkad, ("Executive").

         WHEREAS, the Company, Pharaoh Acquisition Corporation and Polycom, Inc.
("Polycom") have entered into an Agreement and Plan of Merger (the "Merger
Agreement"), which requires, among other things, that Executive enter into this
Amended and Restated Executive Change in Control Agreement as a condition to the
closing of the merger contemplated by the Merger Agreement (the "Merger") (the
"Closing");

         WHEREAS, Polycom has, in the Merger Agreement, expressly agreed to
assume PictureTel's obligations under this Agreement and agreed to perform under
this Agreement in the same manner and to the same extent that PictureTel would
be required to perform if the Merger had not occurred;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
Company and the Executive hereby agree as follows:

         1.0 DEFINED TERMS. The definition of capitalized terms used in this
Agreement is provided in the last Section hereof and throughout the document
enclosed in quotation marks inside parentheses.

         2.0 TERM OF AGREEMENT. This Agreement shall be effective immediately
prior to the signing by all the parties thereto of the Merger Agreement and
shall continue in effect from such time until three years following the Closing;
provided, however, that if the Merger is not consummated within one year
following the signing of the Merger Agreement or if, earlier, the Company is
acquired by an entity not affiliated with Polycom then this Amended and Restated
Agreement shall become void and without further force and effect and the terms
of the prior Executive Officer Change in Control Agreement shall be reinstated
in their entirety and shall govern.

         3.0 COMPANY'S COVENANTS SUMMARIZED; EMPLOYMENT TERMS. In order to
induce the Executive to remain in the employ of the Company and in consideration
of the Executive's covenants set forth in Section 7 hereof and Appendix IV
hereto, and in the event Executive is to receive severance payments, in
consideration of Executive's entering into a standard form of release of claims
attached as Appendix III hereto, the Company agrees, under the conditions
described herein, to pay the Executive the "Severance and Retention Payments"
described in Section 6.2 hereof and the other payments and benefits described
herein in the event the Executive's employment continues or pursuant to certain
terminations of employment during the term of this Agreement. Except with
respect to Retention Payments payable under Section 6.0 hereof, no amount or
benefit shall be payable under this Agreement unless there shall have been (or,
under the terms hereof, there shall be deemed to have been) a termination of the
Executive's employment during the term of this Agreement. This Agreement shall
not be construed as creating an express or implied contract of employment prior
to or following the date of the Merger and subject to the Company providing
severance benefits as required hereunder and, subject to the notice requirements
hereof, Executive's employment



with the Company shall be "at-will" and may be terminated either by the Company
or Executive at any time, with or without cause.

              3.1 As consideration for entering into this Amended and Restated
Change in Control Agreement, the Company agrees to grant Executive a new stock
option covering 100,000 shares of Company Common Stock prior to the
Merger (the "New Option"). The New Option shall have a term of 10 years (subject
to earlier termination in certain circumstances, shall vest and be subject to
such other terms and conditions as are set forth in the Merger Agreement and
schedules thereto. Executive acknowledges that the grant of the New Option is
sufficient legal consideration for entering into this Amended and Restated
Executive Change in Control Agreement and for expressly waiving all rights under
the prior Executive Change in Control Agreement, which are hereby expressly
waived by Executive, subject to reinstatement of the prior agreement as
described in Section 2.

              3.2 On and after the Closing, the Company agrees to employ the
Executive, and the Executive hereby accepts employment with the Company, in the
position set forth in Appendix I hereto and the Executive agrees to assume and
discharge such responsibilities, and perform such duties, as are commensurate
with such position; PROVIDED, HOWEVER, that, subject to Executive's right to
terminate for Good Reason , the Company or Polycom shall have the right to
revise such position, responsibilities and duties from time to time as the
Company may reasonably deem appropriate. The Executive shall (i) carry out his
duties and responsibilities hereunder faithfully, diligently and competently,
(ii) devote his full time and attention to the business and affairs of the
Company, (iii) use his best efforts, skills and abilities to promote the
Company's interests, and (iv) comply in all material respects with the written
operating policies and practices of the Company generally applicable to all
Company employees and as from time to time in effect during the term of this
Agreement.

              3.3 The Executive shall perform his duties hereunder at Andover,
Massachusetts or at a location that is mutually agreed by the Company and the
Executive.

              3.4 Executive shall maintain the confidentiality of all
confidential and proprietary information of the Company, and on or prior to the
Closing, but effective at the Closing, shall execute and deliver to Polycom its
standard Proprietary Information and Invention Agreement in the form attached
hereto as Appendix II (the "CONFIDENTIALITY AGREEMENT"). Such obligations shall
survive any termination of Executive's employment relationship or of this
Agreement and shall be in addition to, and not in substitution of, any
agreements currently in effect between Executive and the Company.

         4.0 COMPENSATION AND BENEFITS.

              4.1 The Company shall pay the Executive as compensation for his
services a base salary at the annualized rate set forth on Appendix I hereto
(the "Base Salary"). Such salary shall be subject to applicable tax withholding
and shall be paid periodically in accordance with the



Company's standard payroll practices. Such annual compensation shall be reviewed
annually for increases (but not decrease) in the discretion of Management. In
conducting any such annual review, Management shall take into account any
increase in Executive's responsibilities, the performance of the Executive
and/or other pertinent factors. Following the Merger, Executive shall be
eligible to participate in Polycom's Senior Management Incentive Compensation
Plan ("SMICOM") at a level commensurate with his corporate rank.

              4.2 Executive will be entitled to receive such employee benefits
as are made available by the Company to its other employees and managers.
Executive shall be entitled, to the extent eligible under the terms of the
applicable plans, to participate in all pension and welfare plans, including any
group medical, dental, life insurance and disability insurance plans, or similar
benefit plans of the Company and/or Polycom that are made available to other
similarly situated employees. Participation in any such benefits and plans shall
be consistent with Executive's rate of compensation to the extent that
compensation is a determinative factor with respect to participation and/or
coverage under any such benefit or plan and Executive shall be credited for the
time the Executive has been an employee of PictureTel.

              4.3 The Company shall reimburse Executive for all reasonable
business expenses incurred and paid by Executive in the performance of services
hereunder in accordance with the Company's expense reimbursement policy as from
time to time in effect.

         5.0 COMPENSATION OTHER THAN SEVERANCE OR RETENTION PAYMENTS.

              5.1 In the event of Executive's death or a termination of
Executive's employment due to the Executive's Disability, no compensation or
payments will be made to the Executive other than those to which he is entitled
under the Company's existing benefit plans and policies at the time of such
termination and other than any compensation or payments accrued under this
Agreement up to the date of termination of his employment and unpaid at the date
of such termination.

              5.2 If Executive's employment shall be terminated for any reason,
the Company shall pay the Executive's full salary to the Executive through the
Date of Termination at the rate in effect at the time the Notice of Termination
is given, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of any compensation or benefit
plan, program, agreement or arrangement maintained by the Company prior to the
Date of Termination; provided that severance and retention benefits shall only
be payable to Executive during the term of this Agreement pursuant to Section
6.0 of this Agreement; and Executive expressly waives the right to receive any
severance benefits under all other plans, programs, arrangements and agreements
during the term of this Agreement, including, without limitation, the PictureTel
Key Employee Change in Control Severance Plan and PictureTel Severance Plan.

              5.3 If Executive's employment shall be terminated for any reason,
the Company shall also pay Executive's normal post-termination compensation and
benefits to Executive as such payments become due. Such post-termination
compensation and benefits shall be determined under, and paid in accordance
with, the Company's retirement, insurance and other compensation or benefit
plans, programs and arrangements; provided that severance and retention benefits
shall only be payable to Executive pursuant to Section 6.0 of this Agreement.



         6.0 SEVERANCE AND RETENTION PAYMENTS.

              6.1 Subject to Executive's continued employment with the Company,
Polycom, or an affiliate thereof on such payment dates, the Company shall pay
Executive one-half of the Total Severance and Retention Payments within 15 days
following the Closing, and the final one-half of the Total Severance and
Retention Payments on the first anniversary of the Closing. However, in the
event of Executive's termination of employment, then subject to (i) Executive
entering into a release of claims in substantially the form attached hereto as
Appendix III, and (ii) Executive not breaching the Non-Compete and Non-Solicit
covenants of Section 7.0 hereof and Appendix VII hereto, the Company shall pay
the Executive the unpaid balance of the Total Severance and Retention Payments
described in Section 6.2 (i.e., the Total Severance and Retention Payments minus
the amount of any Retention Payments previously paid to Executive) upon the
termination of the Executive's employment during the term of this Agreement, in
addition to the payments and benefits described in Section 5.0 hereof, unless
such termination is (i) by the Company for Cause, (ii) by reason of death or
Disability, or (iii) by the Executive without Good Reason. No severance payments
shall be payable pursuant to the preceding sentence in the event of Executive's
(i) termination of employment for Cause, (ii) voluntary termination of
employment other than for Good Reason, (iii) termination of employment due to
death or Disability, or (iv) termination of employment following the second
anniversary of the Closing. The Executive's employment shall be deemed to have
been terminated following a Change in Control by the Company without Cause or by
the Executive with Good Reason if the Executive's employment is terminated prior
to the Merger without Cause at the express direction (or action which
constitutes an express direction) of Polycom. The severance payments, if any,
payable under this Section 6.1 will be paid in twelve substantially equal
monthly installments following a triggering Date of Termination.

              6.2 The Total Severance and Retention Payments shall be equal to
the sum of (a) the higher of the Executive's annual base salary in effect
immediately prior to the occurrence of the event or circumstance upon which the
Notice of Termination is based or in effect immediately prior to the Change in
Control, and (b) the higher of the highest annual bonus paid to the Executive in
the three years preceding the year in which the Date of Termination occurs or
paid in the three years preceding the year in which the Change in Control occurs
(the "Total Severance and Retention Payments").

              6.3 In the event of Executive's termination of employment after
the first anniversary of the Closing and on or prior to the second anniversary
of the Closing, and subject to (i) Executive entering into a release of claims
in substantially the form attached hereto as Appendix III, and (ii) Executive
not breaching the Non-Compete and Non-Solicit covenants of Section 7.0 hereof
and Appendix IV hereto, the Company shall pay the Executive, in addition to the
payments and benefits described in Section 5.0 hereof, unless such termination
is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii)
by the Executive without Good Reason, an amount equal to 75% of Annual On Target
Earnings ("AOTE"). In the event of Executive's termination of employment on or
after the second anniversary of the Closing and on or prior to the third



anniversary of the Closing, and subject to (i) Executive entering into a release
of claims in substantially the form attached hereto as Appendix III, and (ii)
Executive not breaching the Non-Compete and Non-Solicit covenants of Section 7.0
hereof and Appendix IV hereto, the Company shall pay the Executive, in addition
to the payments and benefits described in Section 5.0 hereof, unless such
termination is (i) by the Company for Cause, (ii) by reason of death or
Disability, or (iii) by the Executive without Good Reason, the lesser of (i) 50%
of Annual On Target Earnings ("AOTE"), or (ii) AOTE pro-rated for the remainder
of the third year following the Closing. For purposes of this Agreement, Annual
On Target Earnings or AOTE means Executive's annual Base Salary plus Executive's
on-target annual payout under SMICOM as in effect on the date of termination;
PROVIDED HOWEVER, that for purposes of this section the maximum annual SMICOM
payout taken into account for purposes of calculating the AOTE shall not exceed
$50,000. Notwithstanding anything contained in this Agreement, the Company shall
have no obligation to Executive with respect to notice, pay in lieu of notice or
severance after the third anniversary of the Closing Date.

              6.4 In the event severance payments are payable under section 6.1
hereof (but not in the event severance payments are payable under section 6.3
hereof), then for a twelve (12) month period after the Date of Termination, the
Company shall arrange to provide the Executive with medical and dental insurance
benefits substantially similar to those which the Executive is receiving
immediately prior to the Notice of Termination. Benefits otherwise receivable by
the Executive pursuant to this Section 6.4 shall be reduced to the extent
comparable benefits are actually received by or made available to the Executive
without cost during the twelve (12) month period following the Executive's
termination of employment (and any such benefits actually received by the
Executive shall be reported to the Company by the Executive). If the benefits
provided to the Executive under this Section 6.4 shall result in a decrease,
pursuant to Section 6.5, in the Severance and Retention Payments or the
severance payments otherwise payable pursuant to Section 6.3 and these Section
6.4 benefits are thereafter reduced pursuant to the immediately preceding
sentence because of the receipt of comparable benefits, the Company shall, at
the time of such reduction, pay to the Executive the lesser of (a) the amount of
the decrease made in the Severance and Retention Payments or severance payments
pursuant to Section 6.5, or (b) the maximum amount which can be paid to the
Executive without being, or causing any other payment to be, nondeductible by
reason of section 280G of the Code.

              6.5 Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive' s
employment (whether or not received pursuant to the terms of this Agreement)
(all such payments and benefits, including but not limited to the Total
Severance and Retention Payments, being hereinafter called the "Total Payments")
would be subject in whole or in part to the Excise Tax, then the Total Severance
and Retention Payments shall be reduced to the extent, but only to the extent,
necessary so that no portion of the Total Payments is subject to the Excise Tax;
provided, that no such reduction shall be effected unless the net amount of the
Total Payments after such reduction in the Total Severance and Retention
Payments and after deduction of the net amount of federal, state and local
income taxes on such reduced Total Payments would be greater than the excess of
(a) the net amount of the Total Payments without such reduction in the Total
Severance and Retention Payments but after deduction of the net amount of
federal, state and local income taxes (other than the Excise Tax) on such
unreduced Total Payments, over (b) the



Excise Tax to which the Total Payments are subject. The determination as to
whether a reduction in Severance Payments is to be made under this Section 6.5
and, if so, the amount of any such reduction shall be made by the Company's
auditors or by such other firm of certified public accountants, benefits
consulting firm or legal counsel as the Board may designate prior to the Change
in Control.

         The Company shall provide the executive with its calculations of the
amounts referred to in this Section 6.5 and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.

         7.0 NO CONFLICTING EMPLOYMENT; NON-SOLICITATION OF EMPLOYEES.

              7.1 During Executive's employment during the term of this
Agreement, Executive will not engage in any other employment, occupation,
consulting or other business activity directly or indirectly related to the
business in which the Polycom or PictureTel is now involved or becomes involved
during the term of this Agreement, nor will Executive engage in any other
activities that conflict with his obligations to Polycom or PictureTel.

              7.2 Executive further agrees that for a period of one (1) year
immediately following the termination of his employment relationship with the
Company for any reason, whether with or without Cause, Executive will not (i)
either directly or indirectly hire, solicit, induce, recruit or encourage any of
the Company's or Polycom's employees to leave their employment, or attempt to
solicit, induce, recruit, encourage any employees of the Company or Polycom to
leave their employment, either for himself or for any other person, firm,
corporation or other entity, or (ii) knowingly and intentionally interfere in
any manner with the contractual or employment relationship between the Company
or Polycom and any employee, supplier or customer of the Company or Polycom..

              7.3 Executive agrees to sign and deliver to Polycom the
Non-Competition Agreement attached hereto as Appendix IV on or prior to the
Closing, but effective as of the Closing.

         8.0 TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.

              8.1 NOTICE OF TERMINATION. After the signing of the Merger
Agreement and during the term of this Agreement, any purported termination of
the Executive's employment (other than by reason of death) shall be communicated
by written Notice of Termination from one party hereto to the other party hereto
in accordance with Section 11 hereof. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.

              8.2 DATE OF TERMINATION. "Date of Termination", with respect to
any purported termination of the Executive's employment after a Change in
Control during the term of this Agreement, shall mean:



              (A) If the Executive's employment is terminated for Disability,
thirty (30) days after Notice of Termination is given (provided that the
Executive shall not have returned to the full-time performance of the
Executive's duties during such thirty (30) day period), and

              (B) If the Executive's employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall not be less than thirty (30) days (except in
the case of a termination for Cause, in which case the termination may be
effective immediately) and, in the case of a termination by the Executive, shall
not be less than fifteen (15) days nor more than sixty (60) days, respectively,
from the date such Notice of Termination is given).

         9.0 NO MITIGATION. The Company agrees that, if the Executive's
employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section
6.0. Further, the amount of any payment or benefit provided for in Section 6.0
(other than Section 6.4) shall not be reduced by any compensation earned by the
Executive as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Executive to
the Company, or otherwise.

         10.0 SUCCESSORS; BINDING AGREEMENT.

              10.1 In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as the Executive would be entitled to
hereunder if the Executive were to terminate his employment for Good Reason
after a Change in Control, except that, for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. In any event this agreement shall be binding
upon the Company and any successors or assignee.

              10.2 This Agreement shall inure to the benefit of and be
enforceable by Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive shall die while any amount would still be payable to Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of
Executive's estate.

         11.0 NOTICES. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in hand or one day after sending
by Federal Express overnight delivery service, addressed to the respective
addresses set forth below, or to such other address as either party may have



furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon actual receipt:

                                    To the Company:

                                    PictureTel Corporation
                                    100 Minuteman Road
                                    Andover, Massachusetts 01810
                                    Attention: General Counsel

                                    cc:

                                    Polycom, Inc.
                                    1565 Barber Lane
                                    Milpitas, CA  95035
                                    Attention: Bill Paape

                                    To the Executive:

                                    Amit Akkad
                                    77 Flanagan Drive
                                    Framingham, MA 01701

         12.0 MISCELLANEOUS. No provision of this Agreement may be modified or
waived unless such waiver or modification is agreed to in writing and signed by
the Executive and such officer as may be specifically designated by the Board.
No waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. The Amendment and Restatement of this Agreement (including the appendices
hereto) supersedes and replaces in its entirety the Executive Officer Change in
Control Agreement in effect prior to the parties hereto entering into this
Amended and Restated Agreement, subject to the reinstatement of the prior
agreement as provided in Section 2. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party or by Polycom which are not expressly set forth in
this Agreement (including the appendices hereto). The laws of the Commonwealth
of Massachusetts shall govern the validity, interpretation, construction and
performance of this Agreement and the Agreement shall be an instrument under
seal. All references to sections of the Exchange Act or the Code shall be deemed
also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law and any additional withholding to which the
Executive has agreed. The obligations of the Company and Executive under
Sections 5.0, 6.0, 7.0 and 15.0 and Appendices II, III and IV hereto shall
survive the expiration of the term of this Agreement.



         13.0 VALIDITY. The invalidity or unenforceability or any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. In
addition, if any provision of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction, then such provision shall be deemed modified
to the extent necessary to enable such provision to be valid and enforceable.

         14.0 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         15.0 SETTLEMENT OF DISPUTES; ARBITRATION. All claims by Executive for
benefits under this Agreement shall be directed to the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon. The Board then shall afford a reasonable opportunity to Executive for a
review of the decision denying a claim and shall further allow Executive to
appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board that Executive's claim has been denied. Any further
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Boston, Massachusetts in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction;
provided, however, that Executive shall be entitled to seek specific performance
of Executive's right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement in such arbitration or by a proceeding in the federal court in Boston
or the Massachusetts state court in Essex County.

         16.0 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

              (A) "Base Amount" shall have the meaning defined in section
280G(b)(3) of the Code.

              (B) "Beneficial Owner" shall have the meaning defined in Rule
13d-3 under the Exchange Act.

              (C) "Board" shall mean the Board of Directors of the Company.

              (D) "Cause" for termination by the Company of Executive's
employment, after any Change in Control, shall mean:

                   (i) the willful and continued failure by Executive to
substantially perform Executive's duties with the Company (other than any such
failure resulting from Executive's incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a Notice of
Termination for Good Reason by Executive pursuant to Section 8.1) after a
written demand for substantial performance is delivered to Executive by the
Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed Executive's duties,
or



                   (ii) the willful engaging by Executive in conduct which is
demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise.

For purposes of clauses (i) and (ii) of this definition, no act, or failure to
act, on Executive's part shall be deemed "Willful" unless done, or omitted to be
done, by Executive not in good faith and without reasonable belief that the
Executive's act, or failure to act, was in the best interest of the Company.

              (E) A "Change in Control", shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:

                   (i) any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing twenty-five (25)
percent or more of the combined voting power of the Company's then outstanding
securities; or

                   (ii) during any period of not more than two consecutive years
(not including any period prior to the execution of this Agreement), individuals
who at the beginning of such period constitute the Board and any new director
(other than a director designated by a Person who has entered into an agreement
with the Company to effect a transaction described in clause (i), (ii) or (iii)
of this Section 16(E)) whose election by the Board or nomination for election by
the Company's stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or

                   (iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (a) 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) sixty (60) percent or more of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person acquires twenty-five (25) percent or more of the combined
voting power of the Company's then outstanding securities; or

                   (iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets.

              (F) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

              (G) "Company" shall mean PictureTel Corporation and any successor
to its business and/or assets which assumes and agrees to perform this Agreement
by operation of law, or otherwise (except in determining, under Section 16(E)
hereof, whether or not any Change in Control of the Company has occurred in
connection with such succession).



              (H) "Date of Termination" shall have the meaning stated in Section
8.2 hereof.

              (I) "Disability" shall be deemed the reason for the termination by
the Company of the Executive's employment, if, as a result of the Executive's
incapacity due to physical or mental illness, the Executive shall have been
absent from the full-time performance of the Executive's duties with the Company
for a period of three (3) consecutive months, the Company shall have given the
Executive a Notice of Termination for Disability, and, within thirty (30) days
after such Notice of Termination is given, the Executive shall not have returned
to the full-time performance of the Executive's duties.

              (J) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

              (K) "Excise Tax" shall mean any excise tax imposed under section
4999 of the Code.

              (L) "Executive" shall mean the individual named in the first
paragraph of this Agreement.

              (M) "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one of the following acts by the Company, or
failures by the Company to act, unless, (a) in the case of any act or failure to
act described in paragraph (i), (ii), (iii), (iv), (v), (vi), or (vii), below,
such act or failure to act is corrected prior to the Date of Termination
specified in the Notice of Termination given in respect thereof, or (b) such
termination occurs more than 90 days after one of the following acts by the
Company or failure by the Company to act:

                   (i) the assignment to the Executive of any duties
inconsistent with the Executive's status as a senior executive officer of the
Company or a substantial adverse alteration in the nature or status of the
Executive's responsibilities from those in effect immediately prior to the
Change in Control; provided, however that Executive's continuing position as
Vice President, Enterprise Services Division following the signing of the
Merger Agreement and Executive's position as Vice President of Service on and
after the Closing, and the assignment of duties consistent with such
positions shall not constitute Good Reason or a substantial adverse
alteration in the nature or status of the Executive's responsibilities from
those in effect prior to the Change in Control; provided, further that,
following the Merger, Executive may be re-assigned to another position in the
Company or Polycom of approximately commensurate grade and status and that
such re-assignment, or the attendant duties assigned thereto, shall not
constitute Good Reason;

                   (ii) a reduction by the Company in the Executive's annual
base salary as in effect on the date hereof or as the same may be increased from
time to time;

                   (iii) the relocation of the Company's principal executive
offices to a location more than thirty (30) miles) from the location of such
offices immediately prior to the Change in Control or the Company's requiring
the Executive to be based anywhere other than the



Company's principal executive offices, except for required travel on the
Company's business to an extent substantially consistent with the Executive's
present business travel obligations;

                   (iv) the failure by the Company, without the Executive's
consent, to pay to the Executive any portion of the Executive's current
compensation, or to pay to the Executive any portion of an installment of
deferred compensation under any deferred compensation program of the Company,
within seven (7) days of the date such compensation is due;

                   (v) the failure by the Company to continue to provide the
Executive with benefits substantially similar in the aggregate to those enjoyed
by the Executive under any of the Company's pension, life insurance, medical,
health and accident, or disability plans in which the Executive was
participating at the time of the Change in Control, the taking of any action by
the Company which would directly or indirectly materially reduce the aggregate
value of such benefits, or the failure by the Company to provide the Executive
with the number of paid vacation days to which the Executive is entitled on the
basis of years of service with the Company in accordance with the Company's
normal vacation policy in effect at the time of the Change in Control; or

                   (vi) any purported termination of the Executive's employment
that is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 8.1; for purposes of this Agreement, no such purported
termination shall be effective.

The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness. Except with respect to the 90 day window period referred to above in
the first paragraph of this section, the Executive's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.

              (N) "Notice of Termination" shall have the meaning stated in
Section 7.1 hereof.

              (O) "Person" shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
however, a Person shall not include:

                   (i) the Company,

                   (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or

                   (iii) a Corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                   (iv) "Potential Change in Control," shall be deemed to have
occurred upon the signing of the Merger Agreement by the parties thereto.



              (P) "Total Payments" shall mean those payments described in
Section 6.5 hereof.


                                    PictureTel Corporation



                                    By /s/ Norman E. Gaut
                                      ------------------------------------------
                                    Name:   Norman E. Gaut
                                    Title: Chairman of the Board of Directors,
                                           President and Chief Executive Officer

                                    /s/ Amit Akkad
                                    --------------------------------------------
                                    Amit Akkad





                                   APPENDIX I

         Position (as set forth in Section 3.2): Vice President of Service

         Base Salary: $160,000.00






                                   APPENDIX II

             Form of Proprietary Information and Invention Agreement

                             PROPRIETARY INFORMATION
                             AND INVENTION AGREEMENT


      The following confirms an agreement between me and Polycom, Inc., a
Delaware corporation (the "Company"), which is a material part of the
consideration for my employment by the Company:

      A.  I understand that the Company possesses Proprietary Information which
          is important to its business. For purposes of this Agreement,
          "Proprietary Information" is information that was developed, created,
          or discovered by the Company, or which became known by or was conveyed
          to the Company and is not in the public domain, which has commercial
          value in the Company's business. "Proprietary Information" includes,
          but is not limited to, trade secrets, copyrights, ideas, techniques,
          know-how, inventions (whether patentable or not), and/or any other
          information of any type relating to designs, configurations, toolings,
          documentation, recorded data, schematics, source code, object code,
          master works, master databases, algorithms, flow charts, formulae,
          works of authorship, mechanisms, research, manufacture, improvements,
          assembly, installation, marketing, forecasts, pricing, customers, the
          salaries, duties, qualifications, performance levels, and terms of
          compensation of other employees, and/or cost or other financial data
          concerning any of the foregoing or the Company and its operations
          generally. I understand that my employment creates a relationship of
          confidence and trust between me and the Company with respect to
          Proprietary Information.

      B.  I understand that the Company possesses "Company Documents" which are
          important to its business. For purposes of this Agreement, "Company
          Documents" are documents or other media that contain Proprietary
          Information or any other confidential information concerning the
          business, operations or plans of the Company, whether such documents
          have been prepared by me or by others. "Company Documents" include,
          but are not limited to, blueprints, drawings, photographs, charts,
          organization charts, graphs, notebooks, customer lists, computer
          disks, tapes or printouts, sound recordings and other printed,
          typewritten or handwritten documents.

      C.  In consideration of my employment by the Company and the compensation
          received by me from the Company from time to time, I hereby agree as
          follows:

          1.  All Proprietary Information and all patents, copyrights and other
              rights in connection therewith shall be the sole property of the
              Company. I hereby assign to the Company any rights I may have or
              acquire in such Proprietary Information. At all times, both during
              my employment by the



              Company and after its termination, I will keep in confidence and
              trust and will not use or disclose any Proprietary Information
              without the prior written consent of an officer of the Company,
              except as may be necessary in the ordinary course of performing my
              duties to the Company. Nothing contained herein will prohibit an
              employee from disclosing to anyone the amount of his or her wages.

          2.  All Company Documents shall be the sole property of the Company. I
              agree that during my employment by the Company, I will not remove
              any Company Documents from the business premises of the Company or
              deliver any Company Documents to any person or entity outside the
              Company, except as I am required to do in connection with
              performing the duties of my employment. I further agree that,
              immediately upon the termination of my employment by me or by the
              Company for any reason, or during my employment if so requested by
              the Company, I will return all Company Documents, apparatus,
              equipment and other physical property, or any reproduction of such
              property, excepting only (i) my personal copies of records
              relating to my compensation; (ii) my personal copies of any
              materials previously distributed generally to stockholders of the
              Company; and (iii) my copy of this Agreement, and further
              excepting any Company Document that may be relevant to any
              litigation that may arise between me and the Company in connection
              with my employment or the termination of my employment with the
              Company.

          3.  I will promptly disclose in writing to my immediate supervisor,
              with a copy to the President of the Company, or to any persons
              designated in writing by the Company, all "Inventions," which
              includes all improvements, inventions, works of authorship, mask
              works, computer programs, formulas, ideas, processes, techniques,
              know-how and data, whether or not patentable, made or conceived or
              reduced to practice or developed by me, either alone or jointly
              with others, during the term and in the course of my employment. I
              will also disclose to the President of the Company all things that
              would be Inventions if made during the term of my employment,
              conceived, reduced to practice, or developed by me within six (6)
              months of the termination of my employment with the Company. Such
              disclosures shall be received by the Company in confidence and do
              not extend the assignment made in Section 4 below. I will not
              disclose Inventions to any person outside the Company unless I am
              requested to do so by management personnel of the Company.

          4.  I agree that all Inventions which I make, conceive, reduce to
              practice or develop (in whole or in part, either alone or jointly
              with others) during my employment shall be the sole property of
              the Company to the maximum extent permitted by applicable
              California law and hereby assign such



              Inventions and all rights therein to the Company. I agree to
              assign to the Company all patents, copyrights and other
              intellectual property or other rights in connection with such
              Inventions that are the property of the Company.

          5.  I agree to perform, during and after my employment, all acts
              deemed necessary or desirable by the Company to permit and assist
              it, at the Company's expense, in obtaining, maintaining, defending
              and enforcing patents, copyrights or other rights in such
              Inventions and improvements in any and all countries. Such acts
              may include, but are not limited to, execution of documents and
              assistance or cooperation in legal proceedings. I hereby
              irrevocably designate and appoint the Company and its duly
              authorized officers and agents, as my agents and attorneys-in-fact
              to act for and in my behalf and instead of me, to execute and file
              any documents and to do all other lawfully permitted acts to
              further the above purposes with the same legal force and effect as
              if executed by me.

          6.  I have attached hereto a complete list of all Inventions to which
              I claim ownership and that I desire to remove from the operation
              of this Agreement, and I acknowledge and agree that such list is
              complete. If no such list is attached to this Agreement, I
              represent that I have no such Inventions at the time of signing
              this Agreement.

          7.  During the term of my employment and for one (1) year thereafter,
              I will not encourage or solicit any employee of the Company to
              leave the Company for any reason. However, this obligation shall
              not affect any responsibility I may have as an employee of the
              Company with respect to the bona fide hiring and firing of Company
              personnel.

          8.  I agree that during my employment with the Company I will not
              engage in any employment, business, or activity that is in any way
              competitive with the business of the Company, and I will not
              materially assist any other person or organization in competing
              with the Company or in preparing to engage in competition with the
              business of the Company. The provisions of this paragraph shall
              apply both during normal working hours and at all other times
              including, but not limited to, nights, weekends and vacation time,
              while I am employed by the Company.

          9.  I represent that my performance of all the terms of this Agreement
              will not breach any agreement to keep in confidence proprietary
              information acquired by me in confidence or in trust prior to my
              employment by the Company. I have not entered into, and I agree I
              will not enter into, any agreement either written or oral in
              conflict herewith or in conflict with my employment with the
              Company.



          D.  I agree that this Agreement does not purport to set forth all of
              the terms and conditions of my employment, and that as an employee
              of the Company I have obligations to the Company unrelated to the
              subject matter hereof which are not set forth in this Agreement.

          E.  I agree that my obligations under paragraphs C(1) through C(5) of
              this Agreement shall continue in effect during my employment and
              for a period of two (2) years thereafter, regardless of the reason
              or reasons for termination, and whether such termination is
              voluntary or involuntary on my part, and that the Company is
              entitled to communicate my obligations under this Agreement to any
              future employer or potential employer of mine.

          F.  I agree that any dispute in the meaning, effect or validity of
              this Agreement shall be resolved in accordance with the laws of
              the State of California without regard to the conflict of laws
              provisions thereof. I further agree that if one or more provisions
              of this Agreement are held to be unenforceable under applicable
              California law, such provision(s) shall be excluded from this
              Agreement and the balance of the Agreement shall be interpreted as
              if such provision were so excluded and shall be enforceable in
              accordance with its terms.

          G.  This Agreement shall be effective as of the date I execute this
              Agreement and shall be binding upon me, my heirs, executors,
              assigns, and administrators and shall inure to the benefit of the
              Company, its subsidiaries, successors and assigns.

          H.  This Agreement can only be modified by a subsequent written
              agreement executed by me and the President of the Company.

         I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. EXCEPT FOR THE
AGREEMENTS CONTAINED IN THE EMPLOYMENT AGREEMENT TO WHICH THIS AGREEMENT IS A
SCHEDULE, NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO
SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.

- --------------- --------------------------------- ------------------------------
    DATE                  PRINT NAME                        SIGNATURE

Accepted and Agreed to:
Polycom, Inc.


By:
    -------------------------------------------------





                                    EXHIBIT A

1.   The following is a complete list of all inventions or improvements relevant
     to the subject matter of my employment by Polycom, Inc. (the "Company")
     that have been made or conceived or first reduced to practice by me alone
     or jointly with others prior to my employment by the Company that I desire
     to remove from the operation of the Company's Proprietary Information and
     Inventions Agreement.

           |_| No inventions or improvements.
           |_| See below
           |_| Additional sheets attached.

2.   I propose to bring to my employment the following materials and documents
     of a former employer:

           |_| No materials or documents.
           |_| See below:







- --------------------               ---------------------------------------------
       DATE                                          SIGNATURE






                                  APPENDIX III


                        SETTLEMENT AGREEMENT AND RELEASE



         This Settlement Agreement and Release ("Agreement") is made by and
between Polycom, Inc. (the "Company"), and Amit Akkad ("Employee").

         WHEREAS, Pursuant to the Agreement and Plan of Merger (the "Merger")
between the Company and PictureTel Corporation ("PictureTel"), the Company has
agreed to assume and to perform in the same manner and to the same extent as
PictureTel would have been required to perform had the Merger not been
consummated, the amended and restated Executive Change in Control Agreement
effective immediately prior to the execution of the Merger Agreement;

         NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as "the Parties") hereby agree as
follows:

         1. TERMINATION. Employee's employment from the Company terminated on
________________.

         2. CONSIDERATION. The Company agrees to pay Employee the Severance
Payments described in such Employee's amended and restated Executive Change in
Control Agreement, pursuant to the terms and conditions of such Executive Change
in Control Agreement.

         3. NO OTHER SEVERANCE PAYABLE. Employee acknowledges that he shall only
be entitled to the Severance Payments in such Employee's amended and restated
Executive Change in Control Agreement. Employee waives any and all other
severance payments in any other agreements entered into between the Employee and
PictureTel, any predecessor corporation thereto, or the Company.

         4. CONFIDENTIAL INFORMATION. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company. Employee shall
return all the Company property and confidential and proprietary information in
his possession to the Company on the Effective Date of this Agreement.

         5. PAYMENT OF SALARY. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee.

         6. RELEASE OF CLAIMS. Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Employee by
the Company. Employee, on behalf of himself, and his respective heirs, family
members, executors and assigns, hereby fully and forever releases the Company
and its past, present and future officers, agents, directors, employees,
investors, shareholders, administrators, affiliates, divisions, subsidiaries,
parents, predecessor and successor corporations, and assigns, from, and agrees
not to sue or otherwise institute or cause to be instituted any legal or
administrative proceedings concerning any claim, duty, obligation or cause of



action relating to any matters of any kind, whether presently known or unknown,
suspected or unsuspected, that he may possess arising from any omissions, acts
or facts that have occurred up until and including the Effective Date of this
Agreement including, without limitation,

              (a) any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship;

              (b) any and all claims relating to, or arising from, Employee's
right to purchase, or actual purchase of shares of stock of the Company,
including, without limitation, any claims for fraud, misrepresentation, breach
of fiduciary duty, breach of duty under applicable state corporate law, and
securities fraud under any state or federal law;

              (c) any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and fair dealing,
both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment; and
conversion;

              (d) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974, The Worker
Adjustment and Retraining Notification Act, the California Fair Employment and
Housing Act, and Labor Code section 201, ET SEQ. and section 970, ET SEQ. and
all amendments to each such Act as well as the regulations issued thereunder;

              (e) any and all claims for violation of the federal, or any state,
constitution;

              (f) any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination; and

              (g) any and all claims for attorneys' fees and costs.

Employee agrees that the release set forth in this section shall be and remain
in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations incurred under this
Agreement or severance payments and benefits due to Employee pursuant to the
Amended and Restated Change in Control Agreement entered into by and between the
Company and PictureTel, and assumed by Polycom. Employee acknowledges and agrees
that any breach of this paragraph shall constitute a material breach of the
Agreement and in the case of a breach by Employee, shall entitle the Company
immediately to recover the monetary consideration discussed in paragraph 2
above. Employee shall also be responsible to the Company for all costs,




attorneys' fees and any and all damages incurred by the Company (a) enforcing
the obligation, including the bringing of any suit to recover the monetary
consideration, and (b) defending against a claim or suit brought or pursued by
Employee in violation of this provision.

         7. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Employee acknowledges
that he/she is waiving and releasing any rights he/she may have under the Age
Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and
release is knowing and voluntary. Employee and the Company agree that this
waiver and release does not apply to any rights or claims that may arise under
the ADEA after the Effective Date of this Agreement. Employee acknowledges that
the consideration given for this waiver and release Agreement is in addition to
anything of value to which Employee was already entitled. Employee further
acknowledges that he/she has been advised by this writing that (a) he/she should
consult with an attorney PRIOR to executing this Agreement; (b) he/she has
twenty-one (21) days within which to consider this Agreement; (c) he/she has
seven (7) days following the execution of this Agreement by the parties to
revoke the Agreement; and (d) this Agreement shall not be effective until the
revocation period has expired. Any revocation should be in writing and delivered
to the Chief Financial Officer at Polycom, Inc. by close of business on the
seventh day from the date that Employee signs this Agreement.

         8. CIVIL CODE SECTION 1542. Employee represents that he is not aware of
any claims against the Company other than the claims that are released by this
Agreement. Employee acknowledges that he has been advised by legal counsel and
is familiar with the provisions of California Civil Code Section 1542, which
provides as follows:

              A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
              DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
              EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
              AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         Employee, being aware of said code section, agrees to expressly waive
any rights he may have thereunder, as well as under any other statute or common
law principles of similar effect.

         9. NO PENDING OR FUTURE LAWSUITS. Employee represents that he has no
lawsuits, claims, or actions pending in his name, or on behalf of any other
person or entity, against the Company or any other person or entity referred to
herein. Employee also represents that he does not intend to bring any claims on
his own behalf or on behalf of any other person or entity against the Company or
any other person or entity referred to herein.

         10. APPLICATION FOR EMPLOYMENT. Employee understands and agrees that,
as a condition of this Agreement, he shall not be entitled to any employment
with the Company, its subsidiaries, or any successor, and he hereby waives any
right, or alleged right, of employment or re-employment with the Company.
Employee further agrees that he will not apply for employment with the



Company, its subsidiaries, its parents, or related companies, or any successor
and will not apply to work as an independent contractor for the Company, its
parents, its subsidiaries or any successor.

         11. CONFIDENTIALITY. Employee agrees to use his best efforts to
maintain in confidence the existence of this Agreement, the contents and terms
of this Agreement, and the consideration for this Agreement (hereinafter
collectively referred to as "Settlement Information"). Employee agrees to take
every reasonable precaution to prevent disclosure of any Settlement Information
to third parties, and agrees that there will be no publicity, directly or
indirectly, concerning any Settlement Information. Employee agrees to take every
precaution to disclose Settlement Information only to those attorneys,
accountants, governmental entities, and family members who have a reasonable
need to know of such Settlement Information.

         12. NO COOPERATION. Employee agrees he will not act in any manner that
might damage the business of the Company. Employee agrees that he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so.

         13. NON-DISPARAGEMENT. Employee agrees to refrain from any defamation,
libel or slander of the Company and its respective officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns or tortious
interference with the contracts and relationships of the Company and its
respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns.

         14. NO ADMISSION OF LIABILITY. No action taken by the Company, either
previously or in connection with this Agreement shall be deemed or construed to
be (a) an admission of the truth or falsity of any claims heretofore made or (b)
an acknowledgment or admission by the Company of any fault or liability
whatsoever to the Employee or to any third party.

         15. COSTS. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.

         16. ARBITRATION. To the extent permitted by law, the Parties agree that
any and all disputes arising out of the terms of this Agreement, their
interpretation, and any of the matters herein released, including any potential
claims of harassment, discrimination or wrongful termination shall be subject to
binding arbitration, to the extent permitted by law, in Boston, Massachusetts,
before the American Arbitration Association under its National Rules for the
Resolution of Employment Disputes. Employee agrees and hereby waives his right
to jury trial as to matters arising out of the terms of this Agreement and any
matters herein released to the extent permitted by law. The Parties agree that
the prevailing party in any arbitration shall be entitled to injunctive relief
in any court of competent jurisdiction to enforce the arbitration award.



         17. AUTHORITY. Employee represents and warrants that he has the
capacity to act on his own behalf and on behalf of all who might claim through
him to bind them to the terms and conditions of this Agreement.

         18. NO REPRESENTATIONS. Employee represents that he has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.

         19. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

         20. ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement
represent the entire agreement and understanding between the Company and
Employee concerning Employee's separation from the Company, and supersede and
replace any and all prior agreements and understandings concerning the subject
matter of this Agreement.

         21. NO ORAL MODIFICATION. This Agreement may only be amended in writing
signed by Employee and the President of the Company.

         22. GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules, of the State of California.

         23. EFFECTIVE DATE. This Agreement is effective eight days after it has
been signed by both Parties.

         24. COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

         25. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto, with the full intent of releasing all claims. The Parties
acknowledge that:

              (a) They have read this Agreement;

              (b) They have been represented in the preparation, negotiation,
and execution of this Agreement by legal counsel of their own choice or that
they have voluntarily declined to seek such counsel;

              (c) They understand the terms and consequences of this Agreement
and of the releases it contains;

              (d) They are fully aware of the legal and binding effect of this
Agreement.






         IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.

                                          POLYCOM, INC.



Dated:                  , 200             By
        ----------------     ---            ------------------------------------
                                                  NAME
                                                  [TITLE]



                                          Amit Akkad, an individual



Dated:                  , 200
        ----------------     ---          --------------------------------------
                                                  Amit Akkad








                                   APPENDIX IV

                            NON-COMPETITION AGREEMENT

         THIS NON-COMPETITION AGREEMENT (the "AGREEMENT") is made as of the
Effective Date (as defined below) by and between Polycom, Inc., a Delaware
corporation ("PARENT"), PictureTel Corporation, an Delaware corporation
("PictureTel") (Parent and PictureTel are sometimes collectively referred to
herein as the "COMPANY"), and the undersigned individual ("EMPLOYEE").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Reorganization Agreement (as defined below).

                                   BACKGROUND

Parent, PictureTel and Pharaoh Acquisition Corporation, a wholly-owned
subsidiary of Parent ("SUB") have entered into an Agreement and Plan of Merger
and Reorganization dated as of May 24, 2001 (the "REORGANIZATION AGREEMENT"),
whereby Sub will merge with and into PictureTel (the "MERGER"). The Effective
Time of the Merger shall be the "EFFECTIVE Date" of this Agreement.

Parent and Employee acknowledge that it would be seriously detrimental to the
Company if Employee would compete with the Company following the Merger.

In connection with the Merger, to preserve the value of the business being
acquired by Parent, the Reorganization Agreement contemplates, among other
things, that Employee enter into this Agreement and that this Agreement become
effective upon the closing of the Merger.

PictureTel is currently engaged or planning to engage in its business in each of
the fifty (50) states of the United States and internationally. Parent,
following the Merger, will continue conducting such business in all parts of the
United States and internationally.

         NOW THEREFORE, in consideration of the mutual promises made herein,
Parent, PictureTel and Employee (collectively referred to as the "PARTIES")
hereby agree as follows:

         1.0 COVENANT NOT TO COMPETE OR SOLICIT.

              1.1 For the term of Employee's employment with the Company and a
period of twelve (12) months following the cessation of his employment with the
Company (the "NON-COMPETE PERIOD"), Employee shall not directly or indirectly,
without the prior written consent of Parent:

                   (A) engage anywhere in the Restricted Territory in (whether
as an employee, agent, consultant, advisor, independent contractor, proprietor,
partner, officer, director or otherwise), or have any ownership interest in
(except for ownership of one percent (1%) or less of any entity whose securities
have been registered under Section 12 of the Securities Exchange Act of 1934, as
amended, or similar laws in other jurisdictions), or participate in the
financing, operation, management or control of, any firm, partnership,
corporation, entity or business that engages or participates in a "Competing
Business Purpose"; or



                   (B) interfere with the business or contractual relationship
between the Company and any supplier or customer of the Company.

         The term "Competing Business Purpose" shall mean the below business
activities that Employee engaged in while employed with the Company and that are
in competition with Polycom products existing or planned on the date of
termination and are directly related to the design, engineering, manufacture,
sale or distribution of competing equipment, including voice and video
communications gateways, bridges, group or desktop endpoints and any software
specifically used in the management of such equipment.

         The term Restricted Territory shall mean each and every country,
province, state, city or other political subdivision of the world in which the
Employee carried on the business of the Company.

              1.2 During the Non-Compete Period, Employee shall not, directly or
indirectly, without the prior written consent of Parent, (i) solicit, encourage,
hire or induce any employee or consultant of the Company to terminate his or her
employment or consulting relationship with the Company or (ii) interfere in any
manner with the contractual or employment relationship between the Company and
any employee of the Company.

              1.3 The covenants contained in the preceding paragraphs shall be
construed as a series of separate covenants, one for each country, province,
state, city or other political subdivision of the world in which the Company is
currently engaged or during the term of this Agreement engages in business or
otherwise sells its products. Except for geographic coverage, each such separate
covenant shall be identical in terms to the covenant contained in the preceding
paragraphs. If, in any judicial or arbitral proceeding, a court refuses to
enforce any of such separate covenants (or any part thereof), then such
unenforceable covenant (or such part) shall be eliminated from this Agreement to
the extent necessary to permit the remaining separate covenants (or portions
thereof) to be enforced. In the event that the provisions of this Section 1 are
deemed to exceed the time, geographic or scope limitations permitted by
applicable law, then such provisions shall be reformed to the maximum time,
geographic or scope limitations, as the case may be, permitted by applicable
laws.

              1.4 Employee acknowledges that (i) the goodwill associated with
the existing business, customers and assets of PictureTel prior to the Merger is
an integral component of the value of PictureTel to Parent and is reflected in
the consideration to be received by Employee as a shareholder and (ii)
Employee's agreement as set forth herein is necessary to preserve the value of
PictureTel for Parent following the Merger. Employee also acknowledges that the
limitations of time, geography and scope of activity agreed to in this Agreement
are reasonable because, among other things, (i) PictureTel and Parent are
engaged in a highly competitive industry and (ii) Employee has unique access to,
and will continue to have access to, the trade secrets and know-how of the
Company, including without limitation the plans and strategy of the Company.

                                      -2-



              1.5 The parties agree that it would be impossible or inadequate to
measure and calculate the Company's damages from any breach of the covenants set
forth in this Agreement. Accordingly, Employee agrees that if he breaches any
provision of this Agreement, the Company will have available, in addition to any
other right or remedy otherwise available, the right to obtain an injunction
from a court of competent jurisdiction restraining such breach or threatened
breach and to specific performance of any such provision of this Agreement and
to arbitration of the Agreement. The parties further agree that no damages be
required for such equitable relief. Each party hereby expressly consents to the
issuance of such injunctive relief, whether in the form of a temporary
restraining order or otherwise, and to the ordering of such specific performance
upon the other party satisfying all criteria necessary to obtain such injunctive
relief or specific performance.

         2.0 CONFLICTING OBLIGATIONS. Employee certifies that Employee has no
outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, or that would preclude Employee from complying
with the provisions hereof, and further certifies that Employee will not enter
into any such conflicting agreement during the term of this Agreement.

         3.0 RETURNING COMPANY DOCUMENTS. Employee agrees that, at the time of
leaving the employ of the Company, Employee will deliver to the Company (and
will not keep in Employee's possession, recreate or deliver to anyone else) any
and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment other documents or property, or reproductions of any aforementioned
items developed by the Employee pursuant to Employee's employment with the
Company or otherwise belonging to the Company, its successors or assigns.

         4.0 NOTIFICATION OF NEW EMPLOYER. In the event that Employee leaves the
employ of the Company, Employee hereby grants consent to notification by the
Company to Employee's new employer about Employee's obligations under this
Agreement.

         5.0 ARBITRATION. Employee agrees that, except as provided in Section
1(e) above, any dispute or controversy arising out of, relating to, or in
connection with this Agreement, or the interpretation, validity, construction,
performance, breach or termination thereof, shall be decided by arbitration by
the American Arbitration Association (the "Association") in accordance with the
rules and regulations of the Association.

         The parties shall, within 30 days of the date of demand by either party
for arbitration, mutually select one independent, qualified arbitrator. Each
party reserves the right to object to any individual arbitrator who shall be
employed by or affiliated with a competing organization. In the event objection
is made, the Association shall resolve any dispute regarding the propriety of an
individual arbitrator acting in that capacity. Company shall bear the expenses
of the arbitrator. Hearings in the proceeding shall commence within 120 days of
the selection of the arbitrator.

                                      -3-



         Arbitration shall take place in Boston, Massachusetts. At the request
of either party, arbitration proceedings will be conducted confidentially; in
such case all documents, testimony and records shall be received, heard and
maintained by the arbitrators in confidence under seal, available for the
inspection only by the Association, the parties and their respective attorneys
and their respective experts who shall agree in advance and in writing to
receive all such information confidentially and to maintain such information in
confidence. The arbitrator shall be able to decree any and all relief of an
equitable and legal nature, including but not limited to such relief as a
temporary restraining order, a temporary and/or a permanent injunction, and
shall also be able to award damages, with or without an accounting and costs.

         Reasonable notice of the time and place of arbitration shall be given
to all persons, other than the parties, as shall be required by law, in which
case such persons or those authorized representatives shall have the right to
attend and/or participate in all the arbitration hearings in such manner as the
law shall require.

         EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION 6, WHICH DISCUSSES
ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE
AGREES, EXCEPT AS SET FORTH IN SECTION 1(e) ABOVE, TO SUBMIT ANY CLAIMS ARISING
OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE
INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO A BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A
WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL
DISPUTES RELATING TO THIS AGREEMENT.

         6.0 MISCELLANEOUS.

              6.1 SEVERABILITY. If any portion of this Agreement is held by a
court of competent jurisdiction to conflict with any federal, state or local
law, such portion of this Agreement shall be of no force or effect and this
Agreement shall otherwise remain in full force and effect and be construed as if
such portion had not been included in this Agreement.

              6.2 NO ASSIGNMENT. Employee shall not assign this Agreement or any
rights or obligations under this Agreement without the prior written consent of
Parent and PictureTel.

              6.3 NOTICE. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):

                                      -4-



                                    (A)     if to Parent, to:

                                            Polycom, Inc.
                                            1565 Barber Lane
                                            Milpitas, CA  95035
                                            Attention:  Bill Paape
                                            Telephone No.:  (408) 526-9000
                                            Facsimile No.:  (408)526-9100

                                            with a copy to:

                                            Wilson Sonsini Goodrich & Rosati
                                            650 Page Mill Road
                                            Palo Alto, California 94304-1050
                                            Attention: Mark A. Bertelsen, Esq.
                                            Telephone No.:  (650) 493-9300
                                            Facsimile No.:  (650) 493-6811

                                            if to Employee to:
                                            Amit Akkad
                                            77 Flanagan Drive
                                            Framingham, MA 01701


                                            Telephone No.:
                                                           ---------------------
                                            Facsimile No.:
                                                           ---------------------

                                            with a copy to:

                                            ------------------------------------

                                            ------------------------------------

                                            ------------------------------------

                                            Attention:
                                                      --------------------------
                                            Telephone No.:
                                                           ---------------------
                                            Facsimile No.:
                                                           ---------------------

6.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding of the parties and supersedes all prior discussions, agreements
and understandings

                                      -5-


relating to the subject matter of this Agreement. This Agreement may not be
changed or modified, except by an agreement in writing executed by Parent and
Employee.

              6.5 WAIVER OF BREACH. The waiver of a breach of any term or
provision of this Agreement, which must be in writing, shall not operate as or
be construed to be a waiver of any other previous or subsequent breach of this
Agreement.

              6.6 GOVERNING LAW. This Agreement shall be governed, construed and
enforced by the internal laws of the State of Massachusetts without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Massachusetts or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Massachusetts. Employee
hereby consents to the personal jurisdiction of the state and federal courts
located in the State of Massachusetts for any action or proceeding arising from
or relating to this Agreement or relating to any arbitration in which the
parties are participants.

              6.7 HEADINGS. All captions and section headings used in this
Agreement are for convenient reference only and do not form a part of this
Agreement.

              6.8 COUNTERPARTS. This Agreement may be executed in counterparts,
and each counterpart shall have the same force and effect as an original and
shall constitute an effective, binding agreement on the part of each of the
undersigned.

              6.9 ATTORNEYS FEES. In the event of any action under this
Agreement, each party shall bear their respective expenses.






         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

POLYCOM, INC.                              EMPLOYEE


By:
   ----------------------------------      -------------------------------------
   Name:
   Title:                                  -------------------------------------
                                                       (Print Name)

PICTURETEL CORPORATION


By:
   ----------------------------------
   Name:
   Title:














                  [SIGNATURE PAGE TO NON-COMPETITION AGREEMENT]

EX-99.9

                                                               Exhibit 99.9


                              AMENDED AND RESTATED


                  EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT

         THIS AGREEMENT dated May 24, 2001 is made by and between PictureTel
Corporation, a Delaware Corporation, (the "Company") and David Snow
("Executive").

         WHEREAS, the Company, Pharaoh Acquisition Corporation and Polycom, Inc.
("Polycom") have entered into an Agreement and Plan of Merger (the "Merger
Agreement"), which requires, among other things, that Executive enter into this
Amended and Restated Executive Change in Control Agreement as a condition to the
closing of the merger contemplated by the Merger Agreement (the "Merger") (the
"Closing");

         WHEREAS, Polycom has, in the Merger Agreement, expressly agreed to
assume PictureTel's obligations under this Agreement and agreed to perform under
this Agreement in the same manner and to the same extent that PictureTel would
be required to perform if the Merger had not occurred;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
Company and the Executive hereby agree as follows:

         1.0 DEFINED TERMS. The definition of capitalized terms used in this
Agreement is provided in the last Section hereof and throughout the document
enclosed in quotation marks inside parentheses.

         2.0 TERM OF AGREEMENT. This Agreement shall be effective immediately
prior to the signing by all the parties thereto of the Merger Agreement and
shall continue in effect from such time until three years following the Closing;
provided, however, that if the Merger is not consummated within one year
following the signing of the Merger Agreement or if, earlier, the Company is
acquired by an entity not affiliated with Polycom then this Amended and Restated
Agreement shall become void and without further force and effect and the terms
of the prior Executive Officer Change in Control Agreement shall be reinstated
in their entirety and shall govern.

         3.0 COMPANY'S COVENANTS SUMMARIZED. In order to induce the Executive to
remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4.0 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the "Severance Payments"
described in Section 6.1 hereof and the other payments and benefits described
herein in the event the Executive's employment with the Company is terminated
following a Change in Control and during the term of this Agreement. No amount
or benefit shall be payable under this Agreement unless there shall have been
(or, under the terms hereof, there shall be deemed to have been) a termination
of the Executive's employment with the Company following a Change in Control.
This Agreement shall not be construed as creating an express or implied contract
of employment prior to the date of a Change in Control and, except as otherwise
agreed in writing between the Executive and the Company, including the
Employment Agreement dated




___________________, the Executive shall not have any right to be retained in
the employ of the Company.

              3.1 As consideration for entering into this Amended and Restated
Change in Control Agreement, the Company agrees to pay Executive the sum of
$2,500.00 prior to the Merger.

         4.0 THE EXECUTIVE'S COVENANTS. The Executive agrees that, subject to
the terms and conditions of this Agreement, in the event of a Potential Change
in Control during the term of this Agreement, the Executive will remain in the
employ of the Company until the earliest of (A) a date which is six (6) months
from the date of such Potential Change of Control, (B) the date of a Change in
Control, (C) the date of termination by the Executive of the Executive's
employment for Good Reason (determined by treating the Potential Change in
Control as a Change in Control in applying the definition of Good Reason), by
reason of death or Disability, or (D) the termination by the Company of the
Executive's employment for any reason.

         5.0 COMPENSATION OTHER THAN SEVERANCE PAYMENTS.

              5.1 Following a Change in Control during the term of this
Agreement, during any period that the Executive fails to perform the Executive's
full-time duties with the Company as a result of incapacity due to physical or
mental illness, the Company shall pay the Executive's full salary to the
Executive at the rate in effect at the commencement of any such period, together
with all compensation and benefits payable to the Executive under the terms of
any compensation or benefit plan, program or arrangement maintained by the
Company during such period, until the Executive's employment is terminated by
the Company for Disability.

              5.2 If the Executive's employment shall be terminated for any
reason following a Change in Control during the term of this Agreement, the
Company shall pay the Executive's full salary to the Executive through the Date
of Termination at the rate in effect at the time the Notice of Termination is
given, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of any compensation or benefit
plan, program or arrangement maintained by the Company prior to the Date of
Termination.

              5.3 If the Executive's employment shall be terminated for any
reason following a Change in Control during the term of this Agreement, the
Company shall pay the Executive's normal post-termination compensation and
benefits to the Executive as such payments become due. Such post-termination
compensation and benefits shall be determined under, and paid in accordance
with, the Company's retirement, insurance and other compensation or benefit
plans, programs and arrangements; provided however, that the Severance Payments
under Section 6.0 of this Agreement shall be the only severance paid to
Executive during the term of this Agreement.

         6.0 SEVERANCE PAYMENTS.

              6.1 Subject to Section 6.2 hereof and subject to Executive
entering into a release of claims in substantially the form attached hereto as
Appendix I, the Company shall pay the Executive the payments and provide the
benefits described in this Section 6.1 ("Severance Payments") upon the
termination of the Executive's employment following a Change in Control




during the term of this Agreement, in addition to the payments and benefits
described in Section 5.0 hereof, unless such termination is (A) by the Company
for Cause, (B) by reason of death or Disability, or (C) by the Executive without
Good Reason. The Executive's employment shall be deemed to have been terminated
following a Change in Control by the Company without Cause or by the Executive
with Good Reason if the Executive's employment is terminated prior to a Change
in Control without Cause at the direction (or action which constitutes a
direction) of a Person who has entered into an agreement with the Company the
consummation of which will constitute a Change in Control or if the Executive
terminates his employment with Good Reason prior to a Change in Control
(determined by treating a Potential Change in Control as a Change in Control in
applying the definition of Good Reason) if the circumstance or event which
constitutes Good Reason occurs at the direction (or action which constitutes a
direction) of such Person.

                   (i) Subsequent to the Date of Termination, the Company shall
make cash severance payments to the Executive over a twenty-four (24) month
period in substantially equal bi-weekly installments, in an amount equal to two
(2) times the sum of (a) the higher of the Executive's annual base salary in
effect immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based or in effect immediately prior to the
Change in Control, and (b) the higher of the highest annual bonus paid to the
Executive in the three years preceding the year in which the Date of Termination
occurs or paid in the three years preceding the year in which the Change in
Control occurs.

                   (ii) For a twenty-four (24) month period after the Date of
Termination, the Company shall arrange to provide the Executive with medical and
dental insurance benefits substantially similar to those which the Executive is
receiving immediately prior to the Notice of Termination (without giving effect
to any reduction in such benefits subsequent to a Change in Control which
reduction constitutes Good Reason). Benefits otherwise receivable by the
Executive pursuant to this Section 6.1(ii) shall be reduced to the extent
comparable benefits are actually received by or made available to the Executive
without cost during the twenty-four (24) month period following the Executive's
termination of employment (and any such benefits actually received by the
Executive shall be reported to the Company by the Executive). If the benefits
provided to the Executive under this Section 6.1(ii) shall result in a decrease,
pursuant to Section 6.2, in the Change in Control Payments and these Section
6.1(ii) benefits are thereafter reduced pursuant to the immediately preceding
sentence because of the receipt of comparable benefits, the Company shall, at
the time of such reduction, pay to the Executive the lesser of (a) the amount of
the decrease made in the Severance Payments pursuant to Section 6.2, or (b) the
maximum amount which can be paid to the Executive without being, or causing any
other payment to be, nondeductible by reason of section 280G of the Code.

              6.2 Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive' s
employment (whether or not received pursuant to the terms of this Agreement)
(all such payments and benefits, including but not limited to the Severance
Payments, being hereinafter called the "Total Payments") would be subject in
whole or in part to the Excise Tax, then the Severance Payments shall be reduced
to the extent, but only to the extent, necessary so that no portion of the Total
Payments is subject to the Excise Tax; provided, that no such reduction shall be
effected unless the net amount of the Total Payments after such reduction in




the Severance Payments and after deduction of the net amount of federal, state
and local income taxes on such reduced Total Payments would be greater than the
excess of (a) the net amount of the Total Payments without such reduction in the
Severance Payments but after deduction of the net amount of federal, state and
local income taxes (other than the Excise Tax) on such unreduced Total Payments,
over (b) the Excise Tax to which the Total Payments are subject. The
determination as to whether a reduction in Severance Payments is to be made
under this Section 6.2 and, if so, the amount of any such reduction shall be
made by the Company's auditors or by such other firm of certified public
accountants, benefits consulting firm or legal counsel as the Board may
designate prior to the Change in Control.

         The Company shall provide the executive with its calculations of the
amounts referred to in this Section 6.2 and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.

              6.3 The Company also shall pay to the Executive all legal fees and
expenses incurred by the Executive as a result of a termination which entitles
the Executive to the Severance Payments (including all such fees and expenses,
if any, incurred in disputing any such termination or in seeking in good faith
to obtain or enforce any benefit or right provided by this Agreement or in
connection with any tax audit or proceeding to the extent attributable to the
application of section 4999 of the Code to any payment or benefit provided
hereunder). Such payments shall be made within five (5) business days after
delivery of the Executive's written requests for payment accompanied with such
evidence of fees and expenses incurred as the Company reasonably may require.

         7.0 TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.

              7.1 NOTICE OF TERMINATION. After a Change in Control and during
the term of this Agreement, any purported termination of the Executive's
employment (other than by reason of death) shall be communicated by written
Notice of Termination from one party hereto to the other party hereto in
accordance with Section 10.0 hereof. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
Further, a Notice of Termination for Cause is required to include a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the Board at a meeting of the Board which was
called and held for the purpose of considering such termination (after
reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive's counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the Executive was guilty of
conduct set forth in clause (i) or (ii) of the definition of Cause herein, and
specifying the particulars thereof in detail.

              7.2 DATE OF TERMINATION. "Date of Termination", with respect to
any purported termination of the Executive's employment after a Change in
Control during the term of this Agreement, shall mean:



              (A) If the Executive's employment is terminated for Disability,
thirty (30) days after Notice of Termination is given (provided that the
Executive shall not have returned to the full-time performance of the
Executive's duties during such thirty (30) day period), and

              (B) If the Executive's employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall not be less than thirty (30) days (except in
the case of a termination for Cause) and, in the case of a termination by the
Executive, shall not be less than fifteen (15) days nor more than sixty (60)
days, respectively, from the date such Notice of Termination is given).

              7.3 DISPUTE CONCERNING TERMINATION. If within fifteen (15) days
after any Notice of Termination is given, or, if later, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be the date on
which the dispute is finally resolved, either by mutual written agreement of the
parties, by arbitrator's award, or, to the extent permitted by Section 14.0, by
a final judgment, order or decree of a court of competent jurisdiction on the
arbitrator's award (which is not appealable or with respect to which the time
for appeal therefrom has expired and no appeal has been perfected); provided
further that the Date of Termination shall be extended by a notice of dispute
only if such notice is given in good faith and the party giving such notice
pursues the resolution of such dispute with reasonable diligence.

              7.4 COMPENSATION DURING DISPUTE. If a purported termination occurs
following a Change in Control and during the term of this Agreement and such
termination is disputed in accordance with Section 7.3 hereof, the Company shall
continue to pay the Executive the full compensation in effect when the notice
giving rise to the dispute was given (including, but not limited to, salary) and
continue the Executive as a participant in all compensation, benefit and
insurance plans in which the Executive was participating when the notice giving
rise to the dispute was given, until the dispute is finally resolved in
accordance with Section 7.3 hereof. Amounts paid under this Section 7.4 are in
addition to all other amounts due under this Agreement (other than those due
under Section 5.2 hereof) and shall not be offset against or reduce any other
amounts due under this Agreement.

         8.0 NO MITIGATION. The Company agrees that, if the Executive's
employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section
6.0 or Section 7.4. Further, the amount of any payment or benefit provided for
in Section 6.0 (other than Section 6.1(ii)) or Section 7.4 shall not be reduced
by any compensation earned by the Executive as the result of employment by
another employer, by retirement benefits, by offset against any amount claimed
to be owed by the Executive to the Company, or otherwise.

         9.0 SUCCESSORS; BINDING AGREEMENT.

              9.1 In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger,



consolidation or otherwise) to all or substantially all of the business and / or
assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Executive
to compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder if the Executive were to terminate the
Executive's employment for Good Reason after a Change in Control, except that,
for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. In any
event this agreement shall be binding upon the Company and any successors or
assignee.

              9.2 This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive shall die while any amount would still be payable to the Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the
Executive's estate.

         10.0 NOTICES. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in hand or when delivered or
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
actual receipt:

                                    To the Company:

                                    PictureTel Corporation
                                    100 Minuteman Road
                                    Andover, Massachusetts 01810
                                    Attention: General Counsel

                                    cc:

                                    Polycom, Inc.
                                    1565 Barber Lane
                                    Milpitas, CA  95035

                                    Attention: Bill Paape

                                    To the Executive:

                                    David Snow
                                    31 Longview Rd.
                                    Reading, MA 01867



         11.0 MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. The Amendment and Restatement of this Agreement
(including the appendix hereto) supersedes and replaces in its entirety the
Executive Officer Change in Control Agreement in effect prior to the parties
hereto entering into this Amended and Restated Agreement; subject to the
reinstatement of the prior agreement as provided in Section 2. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement. The laws of the Commonwealth of Massachusetts shall
govern the validity, interpretation, construction and performance of this
Agreement and the Agreement shall be an instrument under seal. All references to
sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law and any additional withholding to which the Executive has agreed. The
obligations of the Company and the Executive under Sections 6.0, 7.0, 8.0 and
14.0 shall survive the expiration of the term of this Agreement.

         12.0 VALIDITY. The invalidity or unenforceability or any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. In
addition, if any provision of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction, then such provision shall be deemed modified
to the extent necessary to enable such provision to be valid and enforceable.

         13.0 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         14.0 SETTLEMENT OF DISPUTES; ARBITRATION. All claims by the Executive
for benefits under this Agreement shall be directed to the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to the Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon. The Board then shall afford a reasonable opportunity to the Executive for
a review of the decision denying a claim and shall further allow the Executive
to appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board that the Executive's claim has been denied. Any
further dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Boston, Massachusetts
in accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that the Executive shall be entitled to seek
specific performance of the Executive's right to be paid until the Date of
Termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement in such




arbitration or by a proceeding in the federal court in Boston or the
Massachusetts state court in Essex County.

         15.0 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

              (A) "Base Amount" shall have the meaning defined in section
280G(b)(3) of the Code.

              (B) "Beneficial Owner" shall have the meaning defined in Rule
13d-3 under the Exchange Act.

              (C) "Board" shall mean the Board of Directors of the Company.

              (D) "Cause" for termination by the Company of the Executive's
employment, after any Change in Control, shall mean:

                   (i) the willful and continued failure by the Executive to
substantially perform the Executive's duties with the Company (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance of a Notice
of Termination for Good Reason by the Executive pursuant to Section 7.1) after a
written demand for substantial performance is delivered to the Executive by the
Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed the Executive's
duties, or

                   (ii) the willful engaging by the Executive in conduct which
is demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise.

For purposes of clauses (i) and (ii) of this definition, no act, or failure to
act, on the Executive's part shall be deemed "Willful" unless done, or omitted
to be done, by the Executive not in good faith and without reasonable belief
that the Executive's act, or failure to act, was in the best interest of the
Company.

              (E) A "Change in Control", shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:

                   (i) any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing twenty-five (25)
percent or more of the combined voting power of the Company's then outstanding
securities; or

                   (ii) during any period of not more than two consecutive years
(not including any period prior to the execution of this Agreement), individuals
who at the beginning of such period constitute the Board and any new director
(other than a director designated by a Person who has entered into an agreement
with the Company to effect a transaction described in clause (i), (ii) or

                   (iii) of this Section 15(E)) whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still



in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or

                   (iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (a) 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) sixty (60) percent or more of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person acquires twenty-five (25) percent or more of the combined
voting power of the Company's then outstanding securities; or

                   (iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets.

              (F) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

              (G) "Company" shall mean PictureTel Corporation and any successor
to its business and/or assets which assumes and agrees to perform this Agreement
by operation of law, or otherwise (except in determining, under Section 15(E)
hereof, whether or not any Change in Control of the Company has occurred in
connection with such succession).

              (H) "Date of Termination" shall have the meaning stated in Section
7.2 hereof.

              (I) "Disability" shall be deemed the reason for the termination by
the Company of the Executive's employment, if, as a result of the Executive's
incapacity due to physical or mental illness, the Executive shall have been
absent from the full-time performance of the Executive's duties with the Company
for a period of six (6) consecutive months, the Company shall have given the
Executive a Notice of Termination for Disability, and, within thirty (30) days
after such Notice of Termination is given, the Executive shall not have returned
to the full-time performance of the Executive's duties.

              (J) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

              (K) "Excise Tax" shall mean any excise tax imposed under section
4999 of the Code.

              (L) "Executive" shall mean the individual named in the first
paragraph of this Agreement.

              (M) "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any



act or failure to act described in paragraph (i), (ii), (iii), (iv), (v), (vi),
or (vii), below, such act or failure to act is corrected prior to the Date of
Termination specified in the Notice of Termination given in respect thereof:

                   (i) the assignment to the Executive of any duties
inconsistent with the Executive's status as a senior executive officer of the
Company or a substantial adverse alteration in the nature or status of the
Executive's responsibilities from those in effect immediately prior to the
Change in Control; provided, however that Executive's continuing position as
Executive Vice President, Worldwide Sales and Strategic Initiatives following
the signing of the Merger Agreement, and the assignment of duties consistent
with such position shall not constitute Good Reason hereunder;

                   (ii) a reduction by the Company in the Executive's annual
base salary as in effect on the date hereof or as the same may be increased from
time to time;

                   (iii) the relocation of the Company's principal executive
offices to a location more than thirty (30) miles from the location of such
offices immediately prior to the Change in Control or the Company's requiring
the Executive to be based anywhere other than the Company's principal executive
offices, except for required travel on the Company's business to an extent
substantially consistent with the Executive's present business travel
obligations;

                   (iv) the failure by the Company, without the Executive's
consent, to pay to the Executive any portion of the Executive's current
compensation, or to pay to the Executive any portion of an installment of
deferred compensation under any deferred compensation program of the Company,
within seven (7) days of the date such compensation is due;

                   (v) the failure by the Company to continue in effect any
compensation plan in which the Executive participates immediately prior to the
Change in Control which is material to the Executive's total compensation, or
any substitute plans adopted prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been
made with respect to such plan, or the failure by the Company to continue the
Executive's participation therein (or in such substitute or alternative plan) on
a basis not materially less favorable, both in terms of the amount of benefits
provided and the level of the Executive's participation relative to other
participants, as existed at the time of the Change in Control; provided; however
that the termination of the Company Employee Stock Purchase Plans and other
equity compensation plans of the Company pursuant to the Merger Agreement shall
not constitute Good Reason;

                   (vi) the failure by the Company to continue to provide the
Executive with benefits substantially similar to those enjoyed by the Executive
under any of the Company's pension, life insurance, medical, health and
accident, or disability plans in which the Executive was participating at the
time of the Change in Control, the taking of any action by the Company which
would directly or indirectly materially reduce any of such benefits or deprive
the Executive of any material fringe benefit enjoyed by the Executive at the
time of the Change in Control, or the failure by the Company to provide the
Executive with the number of paid vacation days to which the Executive is
entitled on the basis of years of service with the Company in accordance with
the Company's normal vacation policy in effect at the time of the Change in
Control; or



                   (vii) any purported termination of the Executive's employment
that is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 7.1; for purposes of this Agreement, no such purported
termination shall be effective.

The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness. The Executive's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act constituting
Good Reason hereunder.

              (N) "Notice of Termination" shall have the meaning stated in
Section 7.1 hereof.

              (O) "Person" shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
however, a Person shall not include:

                   (i) the Company,

                   (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or

                   (iii) a Corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

              (P) "Potential Change in Control', shall be deemed to have
occurred if the conditions set forth in any one of the following paragraphs
shall have been satisfied:

                   (i) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control;

                   (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions which, if consummated, would
constitute a Change in Control;

                   (iii) the Board adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has occurred.

              (Q) "Severance Payments" shall mean those payments described in
Section 6.1 hereof.

              (R) "Total Payments" shall mean those payments described in
Section 6.2 hereof.


                                    PictureTel Corporation


                                    By /s/ Norman E. Gaut
                                      --------------------------------------
                                    Name: Norman E. Gaut
                                    Title: Chairman of the Board of Directors,
                                           President and Chief Executive Officer

                                    /s/ David Snow
                                    ----------------------------------------
                                    Executive





                                   APPENDIX I


                        SETTLEMENT AGREEMENT AND RELEASE



         This Settlement Agreement and Release ("Agreement") is made by and
between Polycom, Inc. (the "Company"), and David Snow ("Employee").

         WHEREAS, Pursuant to the Agreement and Plan of Merger (the "Merger")
between the Company and PictureTel Corporation ("PictureTel"), the Company has
agreed to assume and to perform in the same manner and to the same extent as
PictureTel would have been required to perform had the Merger not been
consummated, the amended and restated Executive Change in Control Agreement
effective immediately prior to the execution of the Merger Agreement;

         NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as "the Parties") hereby agree as
follows:

         16.0 TERMINATION. Employee's employment from the Company terminated on
________________.

         17.0 CONSIDERATION. The Company agrees to pay Employee the Severance
Payments described in such Employee's amended and restated Executive Change in
Control Agreement, pursuant to the terms and conditions of such Executive Change
in Control Agreement.

         18.0 NO OTHER SEVERANCE PAYABLE. Employee acknowledges that he shall
only be entitled to the Severance Payments in such Employee's amended and
restated Executive Change in Control Agreement. Employee waives any and all
other severance payments in any other agreements entered into between the
Employee and PictureTel, any predecessor corporation thereto, or the Company.

         19.0 CONFIDENTIAL INFORMATION. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company. Employee shall
return all the Company property and confidential and proprietary information in
his possession to the Company on the Effective Date of this Agreement.



         20.0 PAYMENT OF SALARY. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee.

         21.0 RELEASE OF CLAIMS. Employee agrees that the foregoing
consideration represents settlement in full of all outstanding obligations owed
to Employee by the Company. Employee, on behalf of himself, and his respective
heirs, family members, executors and assigns, hereby fully and forever releases
the Company and its past, present and future officers, agents, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, parents, predecessor and successor corporations, and assigns,
from, and agrees not to sue or otherwise institute or cause to be instituted any
legal or administrative proceedings concerning any claim, duty, obligation or
cause of action relating to any matters of any kind, whether presently known or
unknown, suspected or unsuspected, that he may possess arising from any
omissions, acts or facts that have occurred up until and including the Effective
Date of this Agreement including, without limitation,

              21.1 any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship;

              21.2 any and all claims relating to, or arising from,
Employee's right to purchase, or actual purchase of shares of stock of the
Company, including, without limitation, any claims for fraud,
misrepresentation, breach of fiduciary duty, breach of duty under applicable
state corporate law, and securities fraud under any state or federal law;

              21.3 any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; breach of
contract, both express and implied; breach of a covenant of good faith and
fair dealing, both express and implied; promissory estoppel; negligent or
intentional infliction of emotional distress; negligent or intentional
misrepresentation; negligent or intentional interference with contract or
prospective economic advantage; unfair business practices; defamation; libel;
slander; negligence; personal injury; assault; battery; invasion of privacy;
false imprisonment; and conversion;

              21.4 any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in
Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair
Labor Standards Act, the Employee Retirement Income Security Act of 1974, The
Worker Adjustment and Retraining Notification Act, the California Fair
Employment and Housing Act, and Labor Code section 201, ET SEQ. and section
970, ET SEQ. and all amendments to each such Act as well as the regulations
issued thereunder;

              21.5 any and all claims for violation of the federal, or any
state, constitution;

              21.6 any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination; and

              21.7 any and all claims for attorneys' fees and costs.





Employee agrees that the release set forth in this section shall be and remain
in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations incurred under this
Agreement or severance payments and benefits due to Employee pursuant to the
Amended and Restated Change in Control Agreement entered into by and between the
Company and PictureTel, and assumed by Polycom. Employee acknowledges and agrees
that any breach of this paragraph shall constitute a material breach of the
Agreement and in the case of a breach by Employee, shall entitle the Company
immediately to recover the monetary consideration discussed in paragraph 2
above. Employee shall also be responsible to the Company for all costs,
attorneys' fees and any and all damages incurred by the Company (a) enforcing
the obligation, including the bringing of any suit to recover the monetary
consideration, and (b) defending against a claim or suit brought or pursued by
Employee in violation of this provision.


         22.0 ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Employee
acknowledges that he/she is waiving and releasing any rights he/she may have
under the Age Discrimination in Employment Act of 1967 ("ADEA") and that this
waiver and release is knowing and voluntary. Employee and the Company agree that
this waiver and release does not apply to any rights or claims that may arise
under the ADEA after the Effective Date of this Agreement. Employee acknowledges
that the consideration given for this waiver and release Agreement is in
addition to anything of value to which Employee was already entitled. Employee
further acknowledges that he/she has been advised by this writing that (a)
he/she should consult with an attorney PRIOR to executing this Agreement; (b)
he/she has twenty-one (21) days within which to consider this Agreement; (c)
he/she has seven (7) days following the execution of this Agreement by the
parties to revoke the Agreement; and (d) this Agreement shall not be effective
until the revocation period has expired. Any revocation should be in writing and
delivered to the Chief Financial Officer at Polycom, Inc. by close of business
on the seventh day from the date that Employee signs this Agreement.

         23.0 CIVIL CODE SECTION 1542. Employee represents that he is not aware
of any claims against the Company other than the claims that are released by
this Agreement. Employee acknowledges that he has been advised by legal counsel
and is familiar with the provisions of California Civil Code Section 1542, which
provides as follows:

              A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
              DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
              EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
              AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         Employee, being aware of said code section, agrees to expressly waive
any rights he may have thereunder, as well as under any other statute or common
law principles of similar effect.

         24.0 NO PENDING OR FUTURE LAWSUITS. Employee represents that he has no
lawsuits, claims, or actions pending in his name, or on behalf of any other
person or entity, against the Company or any other person or entity referred to
herein. Employee also represents that he does not intend to bring any claims on
his own behalf or on behalf of any other person or entity against the Company or
any other person or entity referred to herein.



         25.0 APPLICATION FOR EMPLOYMENT. Employee understands and agrees that,
as a condition of this Agreement, he shall not be entitled to any employment
with the Company, its subsidiaries, or any successor, and he hereby waives any
right, or alleged right, of employment or re-employment with the Company.
Employee further agrees that he will not apply for employment with the Company,
its subsidiaries, its parents, or related companies, or any successor and will
not apply to work as an independent contractor for the Company, its parents, its
subsidiaries or any successor.

         26.0 CONFIDENTIALITY. Employee agrees to use his best efforts to
maintain in confidence the existence of this Agreement, the contents and terms
of this Agreement, and the consideration for this Agreement (hereinafter
collectively referred to as "Settlement Information"). Employee agrees to take
every reasonable precaution to prevent disclosure of any Settlement Information
to third parties, and agrees that there will be no publicity, directly or
indirectly, concerning any Settlement Information. Employee agrees to take every
precaution to disclose Settlement Information only to those attorneys,
accountants, governmental entities, and family members who have a reasonable
need to know of such Settlement Information.

         27.0 NO COOPERATION. Employee agrees he will not act in any manner that
might damage the business of the Company. Employee agrees that he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so.

         28.0 NON-DISPARAGEMENT. Employee agrees to refrain from any defamation,
libel or slander of the Company and its respective officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns or tortious
interference with the contracts and relationships of the Company and its
respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns.

         29.0 NO ADMISSION OF LIABILITY. No action taken by the Company, either
previously or in connection with this Agreement shall be deemed or construed to
be (a) an admission of the truth or falsity of any claims heretofore made or (b)
an acknowledgment or admission by the Company of any fault or liability
whatsoever to the Employee or to any third party.

         30.0 COSTS. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.

         31.0 ARBITRATION. To the extent permitted by law, the Parties agree
that any and all disputes arising out of the terms of this Agreement, their
interpretation, and any of the matters herein released, including any potential
claims of harassment, discrimination or wrongful termination shall be subject to
binding arbitration, to the extent permitted by law, in Boston, Massachusetts,
before the American Arbitration Association under its National Rules for the
Resolution of Employment Disputes. Employee agrees and hereby waives his right
to jury trial as to matters arising out of the terms of this Agreement and any
matters herein released to the extent permitted by law. The Parties



agree that the prevailing party in any arbitration shall be entitled to
injunctive relief in any court of competent jurisdiction to enforce the
arbitration award.

         32.0 AUTHORITY. Employee represents and warrants that he has the
capacity to act on his own behalf and on behalf of all who might claim through
him to bind them to the terms and conditions of this Agreement.

         33.0 NO REPRESENTATIONS. Employee represents that he has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.

         34.0 SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

         35.0 ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement
represent the entire agreement and understanding between the Company and
Employee concerning Employee's separation from the Company, and supersede and
replace any and all prior agreements and understandings concerning Employee's
the subject matter of this Agreement.

         36.0 NO ORAL MODIFICATION. This Agreement may only be amended in
writing signed by Employee and the President of the Company.

         37.0 GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules, of the State of California.

         38.0 EFFECTIVE DATE. This Agreement is effective eight days after it
has been signed by both Parties.

         39.0 COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

         40.0 VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto, with the full intent of releasing all claims. The Parties
acknowledge that:

              40.1 They have read this Agreement;

              40.2 They have been represented in the preparation, negotiation,
and execution of this Agreement by legal counsel of their own choice or that
they have voluntarily declined to seek such counsel;

              40.3 They understand the terms and consequences of this Agreement
and of the releases it contains;



              40.4 They are fully aware of the legal and binding effect of this
Agreement.



         IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.

                                            POLYCOM, INC.



Dated:                , 2001                By
      ----------------                         ---------------------------------
                                                     NAME




                                            David Snow, an individual



Dated:                , 2001
      ----------------                ------------------------------------
                                                   David Snow

EX-99.10

                                                           Exhibit 99.10

                              AMENDED AND RESTATED

                  EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT

         THIS AGREEMENT dated May 24, 2001 is made by and between PictureTel
Corporation, a Delaware Corporation, (the "Company") and Dr. Norman Gaut
("Executive").

         WHEREAS, the Company, Pharaoh Acquisition Corporation and Polycom, Inc.
("Polycom") have entered into an Agreement and Plan of Merger (the "Merger
Agreement"), which requires, among other things, that Executive enter into this
Amended and Restated Executive Change in Control Agreement as a condition to the
closing of the merger contemplated by the Merger Agreement (the "Merger") (the
"Closing");

         WHEREAS, Polycom has, in the Merger Agreement, expressly agreed to
assume PictureTel's obligations under this Agreement and agreed to perform under
this Agreement in the same manner and to the same extent that PictureTel would
be required to perform if the Merger had not occurred;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
Company and the Executive hereby agree as follows:

         1.0 DEFINED TERMS. The definition of capitalized terms used in this
Agreement is provided in the last Section hereof and throughout the document
enclosed in quotation marks inside parentheses.

         2.0 TERM OF AGREEMENT. This Agreement shall be effective immediately
prior to the signing by all the parties thereto of the Merger Agreement and
shall continue in effect from such time until three years following the Closing;
provided, however, that if the Merger is not consummated within one year
following the signing of the Merger Agreement or if, earlier, the Company is
acquired by an entity not affiliated with Polycom then this Amended and Restated
Agreement shall become void and without further force and effect and the terms
of the prior Executive Officer Change in Control Agreement shall be reinstated
in their entirety and shall govern.

         3.0 COMPANY'S COVENANTS SUMMARIZED. In order to induce the Executive to
remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4.0 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the "Severance Payments"
described in Section 6.1 hereof and the other payments and benefits described
herein in the event the Executive's employment with the Company is terminated
following a Change in Control and during the term of this Agreement. No amount
or benefit shall be payable under this Agreement unless there shall have been
(or, under the terms hereof, there shall be deemed to have been) a termination
of the Executive's employment with the Company following a Change in Control.
This Agreement shall not be construed as creating an express or implied contract
of employment prior to the date of a Change in Control and, except as otherwise
agreed in writing between the Executive and the Company, including the
Employment Agreement dated




___________________, the Executive shall not have any right to be retained in
the employ of the Company.

         3.1 As consideration for entering into this Amended and Restated Change
in Control Agreement, the Company agrees to pay Executive the sum of $2,500.00
prior to the Merger.

     4.0 THE EXECUTIVE'S COVENANTS. The Executive agrees that, subject to the
terms and conditions of this Agreement, in the event of a Potential Change in
Control during the term of this Agreement, the Executive will remain in the
employ of the Company until the earliest of (A) a date which is six (6)
months from the date of such Potential Change of Control, (B) the date of a
Change in Control, (C) the date of termination by the Executive of the
Executive's employment for Good Reason (determined by treating the Potential
Change in Control as a Change in Control in applying the definition of Good
Reason), by reason of death or Disability, or (D) the termination by the
Company of the Executive's employment for any reason.

     5.0 COMPENSATION OTHER THAN SEVERANCE PAYMENTS.

         5.1 Following a Change in Control during the term of this Agreement,
during any period that the Executive fails to perform the Executive's full-time
duties with the Company as a result of incapacity due to physical or mental
illness, the Company shall pay the Executive's full salary to the Executive at
the rate in effect at the commencement of any such period, together with all
compensation and benefits payable to the Executive under the terms of any
compensation or benefit plan, program or arrangement maintained by the Company
during such period, until the Executive's employment is terminated by the
Company for Disability.

         5.2 If the Executive's employment shall be terminated for any reason
following a Change in Control during the term of this Agreement, the Company
shall pay the Executive's full salary to the Executive through the Date of
Termination at the rate in effect at the time the Notice of Termination is
given, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of any compensation or benefit
plan, program or arrangement maintained by the Company prior to the Date of
Termination.

         5.3 If the Executive's employment shall be terminated for any reason
following a Change in Control during the term of this Agreement, the Company
shall pay the Executive's normal post-termination compensation and benefits to
the Executive as such payments become due. Such post-termination compensation
and benefits shall be determined under, and paid in accordance with, the
Company's retirement, insurance and other compensation or benefit plans,
programs and arrangements; provided however, that the Severance Payments under
Section 6.0 of this Agreement shall be the only severance paid to Executive
during the term of this Agreement.

     6.0 SEVERANCE PAYMENTS.

         6.1 Subject to Section 6.2 hereof and subject to Executive entering
into a release of claims in substantially the form attached hereto as Appendix
I, the Company shall pay the Executive the payments and provide the benefits
described in this Section 6.1 ("Severance Payments") upon the termination of the
Executive's employment following a Change in Control


                                       2



during the term of this Agreement, in addition to the payments and benefits
described in Section 5.0 hereof, unless such termination is (A) by the Company
for Cause, (B) by reason of death or Disability, or (C) by the Executive without
Good Reason. The Executive's employment shall be deemed to have been terminated
following a Change in Control by the Company without Cause or by the Executive
with Good Reason if the Executive's employment is terminated prior to a Change
in Control without Cause at the direction (or action which constitutes a
direction) of a Person who has entered into an agreement with the Company the
consummation of which will constitute a Change in Control or if the Executive
terminates his employment with Good Reason prior to a Change in Control
(determined by treating a Potential Change in Control as a Change in Control in
applying the definition of Good Reason) if the circumstance or event which
constitutes Good Reason occurs at the direction (or action which constitutes a
direction) of such Person.

              (i) Subsequent to the Date of Termination, the Company shall make
cash severance payments to the Executive over a thirty-six (36) month period in
substantially equal bi-weekly installments, in an amount equal to the sum of (a)
the higher of the Executive's annual base salary in effect immediately prior to
the occurrence of the event or circumstance upon which the Notice of Termination
is based or in effect immediately prior to the Change in Control, and (b) the
higher of the highest annual bonus paid to the Executive in the three years
preceding the year in which the Date of Termination occurs or paid in the three
years preceding the year in which the Change in Control occurs.

              (ii) For a thirty-six (36) month period after the Date of
Termination, the Company shall arrange to provide the Executive with medical and
dental insurance benefits substantially similar to those which the Executive is
receiving immediately prior to the Notice of Termination (without giving effect
to any reduction in such benefits subsequent to a Change in Control which
reduction constitutes Good Reason). Benefits otherwise receivable by the
Executive pursuant to this Section 6.1(ii) shall be reduced to the extent
comparable benefits are actually received by or made available to the Executive
without cost during the thirty-six (36) month period following the Executive's
termination of employment (and any such benefits actually received by the
Executive shall be reported to the Company by the Executive). If the benefits
provided to the Executive under this Section 6.1(ii) shall result in a decrease,
pursuant to Section 6.2, in the Change in Control Payments and these Section
6.1(ii) benefits are thereafter reduced pursuant to the immediately preceding
sentence because of the receipt of comparable benefits, the Company shall, at
the time of such reduction, pay to the Executive the lesser of (a) the amount of
the decrease made in the Severance Payments pursuant to Section 6.2, or (b) the
maximum amount which can be paid to the Executive without being, or causing any
other payment to be, nondeductible by reason of section 280G of the Code.

         6.2 Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive' s
employment (whether or not received pursuant to the terms of this Agreement)
(all such payments and benefits, including but not limited to the Severance
Payments, being hereinafter called the "Total Payments") would be subject in
whole or in part to the Excise Tax, then the Severance Payments shall be reduced
to the extent, but only to the extent, necessary so that no portion of the Total
Payments is subject to the Excise Tax; provided, that no such reduction shall be
effected unless the net amount of the Total Payments after such reduction in the
Severance Payments and after deduction of the net amount of federal, state and
local income taxes on such reduced Total Payments would be greater than the
excess of (a) the net amount of the Total Payments without such reduction in the


                                       3



Severance Payments but after deduction of the net amount of federal, state and
local income taxes (other than the Excise Tax) on such unreduced Total Payments,
over (b) the Excise Tax to which the Total Payments are subject. The
determination as to whether a reduction in Severance Payments is to be made
under this Section 6.2 and, if so, the amount of any such reduction shall be
made by the Company's auditors or by such other firm of certified public
accountants, benefits consulting firm or legal counsel as the Board may
designate prior to the Change in Control.

         The Company shall provide the executive with its calculations of the
amounts referred to in this Section 6.2 and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.

         6.3 The Company also shall pay to the Executive all legal fees and
expenses incurred by the Executive as a result of a termination which entitles
the Executive to the Severance Payments (including all such fees and expenses,
if any, incurred in disputing any such termination or in seeking in good faith
to obtain or enforce any benefit or right provided by this Agreement or in
connection with any tax audit or proceeding to the extent attributable to the
application of section 4999 of the Code to any payment or benefit provided
hereunder). Such payments shall be made within five (5) business days after
delivery of the Executive's written requests for payment accompanied with such
evidence of fees and expenses incurred as the Company reasonably may require.

     7.0 TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.

         7.1 NOTICE OF TERMINATION. After a Change in Control and during the
term of this Agreement, any purported termination of the Executive's employment
(other than by reason of death) shall be communicated by written Notice of
Termination from one party hereto to the other party hereto in accordance with
Section 10.0 hereof. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated. Further, a Notice of Termination
for Cause is required to include a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the entire membership
of the Board at a meeting of the Board which was called and held for the purpose
of considering such termination (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's counsel, to be
heard before the Board) finding that, in the good faith opinion of the Board,
the Executive was guilty of conduct set forth in clause (i) or (ii) of the
definition of Cause herein, and specifying the particulars thereof in detail.

         7.2 DATE OF TERMINATION. "Date of Termination", with respect to any
purported termination of the Executive's employment after a Change in Control
during the term of this Agreement, shall mean:


                                       4



         (A) If the Executive's employment is terminated for Disability, thirty
(30) days after Notice of Termination is given (provided that the Executive
shall not have returned to the full-time performance of the Executive's duties
during such thirty (30) day period), and

         (B) If the Executive's employment is terminated for any other reason,
the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall not be less than thirty (30) days (except in
the case of a termination for Cause) and, in the case of a termination by the
Executive, shall not be less than fifteen (15) days nor more than sixty (60)
days, respectively, from the date such Notice of Termination is given).

         7.3 DISPUTE CONCERNING TERMINATION. If within fifteen (15) days after
any Notice of Termination is given, or, if later, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be the date on
which the dispute is finally resolved, either by mutual written agreement of the
parties, by arbitrator's award, or, to the extent permitted by Section 14.0, by
a final judgment, order or decree of a court of competent jurisdiction on the
arbitrator's award (which is not appealable or with respect to which the time
for appeal therefrom has expired and no appeal has been perfected); provided
further that the Date of Termination shall be extended by a notice of dispute
only if such notice is given in good faith and the party giving such notice
pursues the resolution of such dispute with reasonable diligence.

         7.4 COMPENSATION DURING DISPUTE. If a purported termination occurs
following a Change in Control and during the term of this Agreement and such
termination is disputed in accordance with Section 7.3 hereof, the Company shall
continue to pay the Executive the full compensation in effect when the notice
giving rise to the dispute was given (including, but not limited to, salary) and
continue the Executive as a participant in all compensation, benefit and
insurance plans in which the Executive was participating when the notice giving
rise to the dispute was given, until the dispute is finally resolved in
accordance with Section 7.3 hereof. Amounts paid under this Section 7.4 are in
addition to all other amounts due under this Agreement (other than those due
under Section 5.2 hereof) and shall not be offset against or reduce any other
amounts due under this Agreement.

         8.0 NO MITIGATION. The Company agrees that, if the Executive's
employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section
6.0 or Section 7.4. Further, the amount of any payment or benefit provided for
in Section 6.0 (other than Section 6.1(ii)) or Section 7.4 shall not be reduced
by any compensation earned by the Executive as the result of employment by
another employer, by retirement benefits, by offset against any amount claimed
to be owed by the Executive to the Company, or otherwise.

     9.0 SUCCESSORS; BINDING AGREEMENT.

         9.1 In addition to any obligations imposed by law upon any successor to
the Company, the Company will require any successor (whether direct or indirect,
by purchase, merger,


                                       5



consolidation or otherwise) to all or substantially all of the business and / or
assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Executive
to compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder if the Executive were to terminate the
Executive's employment for Good Reason after a Change in Control, except that,
for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination. In any
event this agreement shall be binding upon the Company and any successors or
assignee.

         9.2 This Agreement shall inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive shall
die while any amount would still be payable to the Executive hereunder (other
than amounts which, by their terms, terminate upon the death of the Executive)
if the Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the executors, personal representatives or administrators of the Executive's
estate.

     10.0 NOTICES. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in hand or when delivered or
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below, or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon actual receipt:

                                    To the Company:

                                    PictureTel Corporation
                                    100 Minuteman Road
                                    Andover, Massachusetts 01810
                                    Attention: General Counsel

                                    cc:

                                    Polycom, Inc.
                                    1565 Barber Lane
                                    Milpitas, CA  95035

                                    Attention: Bill Paape

                                    To the Executive:

                                    Dr. Norman Gaut

                                    -----------------

                                    -----------------


                                       6



         11.0 MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. The Amendment and Restatement of this Agreement
(including the appendix hereto) supersedes and replaces in its entirety the
Executive Officer Change in Control Agreement in effect prior to the parties
hereto entering into this Amended and Restated Agreement; subject to the
reinstatement of the prior agreement as provided in Section 2. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement. The laws of the Commonwealth of Massachusetts shall
govern the validity, interpretation, construction and performance of this
Agreement and the Agreement shall be an instrument under seal. All references to
sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law and any additional withholding to which the Executive has agreed. The
obligations of the Company and the Executive under Sections 6.0, 7.0, 8.0 and
14.0 shall survive the expiration of the term of this Agreement.

         12.0 VALIDITY. The invalidity or unenforceability or any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. In
addition, if any provision of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction, then such provision shall be deemed modified
to the extent necessary to enable such provision to be valid and enforceable.

         13.0 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         14.0 SETTLEMENT OF DISPUTES; ARBITRATION. All claims by the Executive
for benefits under this Agreement shall be directed to the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to the Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon. The Board then shall afford a reasonable opportunity to the Executive for
a review of the decision denying a claim and shall further allow the Executive
to appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board that the Executive's claim has been denied. Any
further dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Boston, Massachusetts
in accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that the Executive shall be entitled to seek
specific performance of the Executive's right to be paid until the Date of
Termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement in such


                                       7



arbitration or by a proceeding in the federal court in Boston or the
Massachusetts state court in Essex County.

     15.0 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

         (A) "Base Amount" shall have the meaning defined in section 280G(b)(3)
of the Code.

         (B) "Beneficial Owner" shall have the meaning defined in Rule 13d-3
under the Exchange Act.

         (C) "Board" shall mean the Board of Directors of the Company.

         (D) "Cause" for termination by the Company of the Executive's
employment, after any Change in Control, shall mean:

              (i) the willful and continued failure by the Executive to
substantially perform the Executive's duties with the Company (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance of a Notice
of Termination for Good Reason by the Executive pursuant to Section 7.1) after a
written demand for substantial performance is delivered to the Executive by the
Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed the Executive's
duties, or

              (ii) the willful engaging by the Executive in conduct which is
demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise.

For purposes of clauses (i) and (ii) of this definition, no act, or failure to
act, on the Executive's part shall be deemed "Willful" unless done, or omitted
to be done, by the Executive not in good faith and without reasonable belief
that the Executive's act, or failure to act, was in the best interest of the
Company.

         (E) A "Change in Control", shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:

              (i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing twenty-five (25) percent
or more of the combined voting power of the Company's then outstanding
securities; or

              (ii) during any period of not more than two consecutive years (not
including any period prior to the execution of this Agreement), individuals who
at the beginning of such period constitute the Board and any new director (other
than a director designated by a Person who has entered into an agreement with
the Company to effect a transaction described in clause (i), (ii) or (iii) of
this Section 15(E)) whose election by the Board or nomination for election by
the Company's stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still


                                       8



in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or

              (iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (a) 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) sixty (60) percent or more of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person acquires twenty-five (25) percent or more of the combined
voting power of the Company's then outstanding securities; or

              (iv) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.

         (F) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (G) "Company" shall mean PictureTel Corporation and any successor to
its business and/or assets which assumes and agrees to perform this Agreement by
operation of law, or otherwise (except in determining, under Section 15(E)
hereof, whether or not any Change in Control of the Company has occurred in
connection with such succession).

         (H) "Date of Termination" shall have the meaning stated in Section 7.2
hereof.

         (I) "Disability" shall be deemed the reason for the termination by the
Company of the Executive's employment, if, as a result of the Executive's
incapacity due to physical or mental illness, the Executive shall have been
absent from the full-time performance of the Executive's duties with the Company
for a period of six (6) consecutive months, the Company shall have given the
Executive a Notice of Termination for Disability, and, within thirty (30) days
after such Notice of Termination is given, the Executive shall not have returned
to the full-time performance of the Executive's duties.

         (J) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         (K) "Excise Tax" shall mean any excise tax imposed under section 4999
of the Code.

         (L) "Executive" shall mean the individual named in the first paragraph
of this Agreement.

         (M) "Good Reason" for termination by the Executive of the Executive's
employment shall mean the occurrence (without the Executive's express written
consent) of any one of the following acts by the Company, or failures by the
Company to act, unless, in the case of any


                                       9



act or failure to act described in paragraph (i), (ii), (iii), (iv), (v), (vi),
or (vii), below, such act or failure to act is corrected prior to the Date of
Termination specified in the Notice of Termination given in respect thereof:

              (i) the assignment to the Executive of any duties inconsistent
with the Executive's status as a senior executive officer of the Company or a
substantial adverse alteration in the nature or status of the Executive's
responsibilities from those in effect immediately prior to the Change in
Control; provided, however that Executive's continuing position as Chairman
and Chief Executive Officer following the signing of the Merger Agreement,
and the assignment of duties consistent with such position shall not
constitute Good Reason hereunder;

              (ii) a reduction by the Company in the Executive's annual base
salary as in effect on the date hereof or as the same may be increased from time
to time;

              (iii) the relocation of the Company's principal executive offices
to a location more than thirty (30) miles from the location of such offices
immediately prior to the Change in Control or the Company's requiring the
Executive to be based anywhere other than the Company's principal executive
offices, except for required travel on the Company's business to an extent
substantially consistent with the Executive's present business travel
obligations;

              (iv) the failure by the Company, without the Executive's consent,
to pay to the Executive any portion of the Executive's current compensation, or
to pay to the Executive any portion of an installment of deferred compensation
under any deferred compensation program of the Company, within seven (7) days of
the date such compensation is due;

              (v) the failure by the Company to continue in effect any
compensation plan in which the Executive participates immediately prior to the
Change in Control which is material to the Executive's total compensation, or
any substitute plans adopted prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been
made with respect to such plan, or the failure by the Company to continue the
Executive's participation therein (or in such substitute or alternative plan) on
a basis not materially less favorable, both in terms of the amount of benefits
provided and the level of the Executive's participation relative to other
participants, as existed at the time of the Change in Control; provided; however
that the termination of the Company Employee Stock Purchase Plans and other
equity compensation plans of the Company pursuant to the Merger Agreement shall
not constitute Good Reason;

              (vi) the failure by the Company to continue to provide the
Executive with benefits substantially similar to those enjoyed by the Executive
under any of the Company's pension, life insurance, medical, health and
accident, or disability plans in which the Executive was participating at the
time of the Change in Control, the taking of any action by the Company which
would directly or indirectly materially reduce any of such benefits or deprive
the Executive of any material fringe benefit enjoyed by the Executive at the
time of the Change in Control, or the failure by the Company to provide the
Executive with the number of paid vacation days to which the Executive is
entitled on the basis of years of service with the Company in accordance with
the Company's normal vacation policy in effect at the time of the Change in
Control; or


                                       10



              (vii) any purported termination of the Executive's employment that
is not effected pursuant to a Notice of Termination satisfying the requirements
of Section 7.1; for purposes of this Agreement, no such purported termination
shall be effective.

The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness. The Executive's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act constituting
Good Reason hereunder.

         (N) "Notice of Termination" shall have the meaning stated in Section
7.1 hereof.

         (O) "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however,
a Person shall not include:

              (i) the Company,

              (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or

              (iii) a Corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

         (P) "Potential Change in Control', shall be deemed to have occurred if
the conditions set forth in any one of the following paragraphs shall have been
satisfied:

              (i) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control;

              (ii) the Company or any Person publicly announces an intention to
take or to consider taking actions which, if consummated, would constitute a
Change in Control;

              (iii) the Board adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has occurred.

         (Q) "Severance Payments" shall mean those payments described in Section
6.1 hereof.

         (R) "Total Payments" shall mean those payments described in Section 6.2
hereof.

                                   PictureTel Corporation

                                   By /s/ Norman E. Gaut
                                      -------------------------------
                                   Name:    Norman E. Gaut
                                   Title:   Chairman of the Board of Directors,
                                   President and Chief Executive Officer

                                   /s/ Norman E. Gaut
                                   ----------------------------------
                                   Executive

                                   /s/ Norman E. Gaut
                                   ----------------------------------
                                   Norman E. Gaut,
                                   as an individual

                                       11



                                   APPENDIX I

                        SETTLEMENT AGREEMENT AND RELEASE

         This Settlement Agreement and Release ("Agreement") is made by and
between Polycom, Inc. (the "Company"), and Dr. Norman Gaut ("Employee").

         WHEREAS, Pursuant to the Agreement and Plan of Merger (the "Merger")
between the Company and PictureTel Corporation ("PictureTel"), the Company has
agreed to assume and to perform in the same manner and to the same extent as
PictureTel would have been required to perform had the Merger not been
consummated, the amended and restated Executive Change in Control Agreement
effective immediately prior to the execution of the Merger Agreement;

         NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as "the Parties") hereby agree as
follows:

         16.0 TERMINATION. Employee's employment from the Company terminated on
________________.

         17.0 CONSIDERATION. The Company agrees to pay Employee the Severance
Payments described in such Employee's amended and restated Executive Change in
Control Agreement, pursuant to the terms and conditions of such Executive Change
in Control Agreement.

         18.0 NO OTHER SEVERANCE PAYABLE. Employee acknowledges that he shall
only be entitled to the Severance Payments in such Employee's amended and
restated Executive Change in Control Agreement. Employee waives any and all
other severance payments in any other agreements entered into between the
Employee and PictureTel, any predecessor corporation thereto, or the Company.

         19.0 CONFIDENTIAL INFORMATION. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company. Employee shall
return all the Company property and confidential and proprietary information in
his possession to the Company on the Effective Date of this Agreement.


                                       12



     20.0 PAYMENT OF SALARY. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions
and any and all other benefits due to Employee.

     21.0 RELEASE OF CLAIMS. Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Employee
by the Company. Employee, on behalf of himself, and his respective heirs,
family members, executors and assigns, hereby fully and forever releases the
Company and its past, present and future officers, agents, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, parents, predecessor and successor corporations, and assigns,
from, and agrees not to sue or otherwise institute or cause to be instituted
any legal or administrative proceedings concerning any claim, duty,
obligation or cause of action relating to any matters of any kind, whether
presently known or unknown, suspected or unsuspected, that he may possess
arising from any omissions, acts or facts that have occurred up until and
including the Effective Date of this Agreement including, without limitation,

         21.1 any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship;

         21.2 any and all claims relating to, or arising from, Employee's right
to purchase, or actual purchase of shares of stock of the Company, including,
without limitation, any claims for fraud, misrepresentation, breach of fiduciary
duty, breach of duty under applicable state corporate law, and securities fraud
under any state or federal law;

         21.3 any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and fair dealing,
both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment; and
conversion;

         21.4 any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974, The Worker
Adjustment and Retraining Notification Act, the California Fair Employment and
Housing Act, and Labor Code section 201, ET SEQ. and section 970, ET SEQ. and
all amendments to each such Act as well as the regulations issued thereunder;

         21.5 any and all claims for violation of the federal, or any state,
constitution;

         21.6 any and all claims arising out of any other laws and regulations
relating to employment or employment discrimination; and

         21.7 any and all claims for attorneys' fees and costs.


                                       13



Employee agrees that the release set forth in this section shall be and remain
in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations incurred under this
Agreement or severance payments and benefits due to Employee pursuant to the
Amended and Restated Change in Control Agreement entered into by and between the
Company and PictureTel, and assumed by Polycom. Employee acknowledges and agrees
that any breach of this paragraph shall constitute a material breach of the
Agreement and in the case of a breach by Employee, shall entitle the Company
immediately to recover the monetary consideration discussed in paragraph 2
above. Employee shall also be responsible to the Company for all costs,
attorneys' fees and any and all damages incurred by the Company (a) enforcing
the obligation, including the bringing of any suit to recover the monetary
consideration, and (b) defending against a claim or suit brought or pursued by
Employee in violation of this provision.

     22.0 ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Employee
acknowledges that he/she is waiving and releasing any rights he/she may have
under the Age Discrimination in Employment Act of 1967 ("ADEA") and that this
waiver and release is knowing and voluntary. Employee and the Company agree
that this waiver and release does not apply to any rights or claims that may
arise under the ADEA after the Effective Date of this Agreement. Employee
acknowledges that the consideration given for this waiver and release
Agreement is in addition to anything of value to which Employee was already
entitled. Employee further acknowledges that he/she has been advised by this
writing that (a) he/she should consult with an attorney PRIOR to executing
this Agreement; (b) he/she has twenty-one (21) days within which to consider
this Agreement; (c) he/she has seven (7) days following the execution of this
Agreement by the parties to revoke the Agreement; and (d) this Agreement
shall not be effective until the revocation period has expired. Any
revocation should be in writing and delivered to the Chief Financial Officer
at Polycom, Inc. by close of business on the seventh day from the date that
Employee signs this Agreement.

     23.0 CIVIL CODE SECTION 1542. Employee represents that he is not aware
of any claims against the Company other than the claims that are released by
this Agreement. Employee acknowledges that he has been advised by legal
counsel and is familiar with the provisions of California Civil Code Section
1542, which provides as follows:

          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
          DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
          EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
          MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         Employee, being aware of said code section, agrees to expressly waive
any rights he may have thereunder, as well as under any other statute or common
law principles of similar effect.

     24.0 NO PENDING OR FUTURE LAWSUITS. Employee represents that he has no
lawsuits, claims, or actions pending in his name, or on behalf of any other
person or entity, against the Company or any other person or entity referred
to herein. Employee also represents that he does not intend to bring any
claims on his own behalf or on behalf of any other person or entity against
the Company or any other person or entity referred to herein.

                                       14



     25.0 APPLICATION FOR EMPLOYMENT. Employee understands and agrees that,
as a condition of this Agreement, he shall not be entitled to any employment
with the Company, its subsidiaries, or any successor, and he hereby waives
any right, or alleged right, of employment or re-employment with the Company.
Employee further agrees that he will not apply for employment with the
Company, its subsidiaries, its parents, or related companies, or any
successor and will not apply to work as an independent contractor for the
Company, its parents, its subsidiaries or any successor.

     26.0 CONFIDENTIALITY. Employee agrees to use his best efforts to
maintain in confidence the existence of this Agreement, the contents and
terms of this Agreement, and the consideration for this Agreement
(hereinafter collectively referred to as "Settlement Information"). Employee
agrees to take every reasonable precaution to prevent disclosure of any
Settlement Information to third parties, and agrees that there will be no
publicity, directly or indirectly, concerning any Settlement Information.
Employee agrees to take every precaution to disclose Settlement Information
only to those attorneys, accountants, governmental entities, and family
members who have a reasonable need to know of such Settlement Information.

     27.0 NO COOPERATION. Employee agrees he will not act in any manner that
might damage the business of the Company. Employee agrees that he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer,
director, employee, agent, representative, shareholder or attorney of the
Company, unless under a subpoena or other court order to do so.

     28.0 NON-DISPARAGEMENT. Employee agrees to refrain from any defamation,
libel or slander of the Company and its respective officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns or tortious
interference with the contracts and relationships of the Company and its
respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and
successor corporations, and assigns.

     29.0 NO ADMISSION OF LIABILITY. No action taken by the Company, either
previously or in connection with this Agreement shall be deemed or construed
to be (a) an admission of the truth or falsity of any claims heretofore made
or (b) an acknowledgment or admission by the Company of any fault or
liability whatsoever to the Employee or to any third party.

     30.0 COSTS. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.

     31.0 ARBITRATION. To the extent permitted by law, the Parties agree that
any and all disputes arising out of the terms of this Agreement, their
interpretation, and any of the matters herein released, including any
potential claims of harassment, discrimination or wrongful termination shall
be subject to binding arbitration, to the extent permitted by law, in Boston,
Massachusetts, before the American Arbitration Association under its National
Rules for the Resolution of Employment Disputes. Employee agrees and hereby
waives his right to jury trial as to matters arising out of the terms of this
Agreement and any matters herein released to the extent permitted by law. The
Parties

                                       15



agree that the prevailing party in any arbitration shall be entitled to
injunctive relief in any court of competent jurisdiction to enforce the
arbitration award.

     32.0 AUTHORITY. Employee represents and warrants that he has the
capacity to act on his own behalf and on behalf of all who might claim
through him to bind them to the terms and conditions of this Agreement.

     33.0 NO REPRESENTATIONS. Employee represents that he has had the
opportunity to consult with an attorney, and has carefully read and
understands the scope and effect of the provisions of this Agreement. Neither
party has relied upon any representations or statements made by the other
party hereto which are not specifically set forth in this Agreement.

     34.0 SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

     35.0 ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement
represent the entire agreement and understanding between the Company and
Employee concerning Employee's separation from the Company, and supersede and
replace any and all prior agreements and understandings concerning Employee's
the subject matter of this Agreement.

     36.0 NO ORAL MODIFICATION. This Agreement may only be amended in writing
signed by Employee and the President of the Company.

     37.0 GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules, of the State of California.

     38.0 EFFECTIVE DATE. This Agreement is effective eight days after it has
been signed by both Parties.

     39.0 COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and
shall constitute an effective, binding agreement on the part of each of the
undersigned.

     40.0 VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf
of the Parties hereto, with the full intent of releasing all claims. The
Parties acknowledge that:

         40.1 They have read this Agreement;

         40.2 They have been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of their own choice or that they
have voluntarily declined to seek such counsel;

         40.3 They understand the terms and consequences of this Agreement and
of the releases it contains;


                                       16



         40.4 They are fully aware of the legal and binding effect of this
Agreement.

         IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.

                                               POLYCOM, INC.

Dated:                      , 2001             By

                                                            NAME

                                               Dr. Norman Gaut, an individual

Dated:                      , 2001

                                                     [TYPED EMPLOYEE NAME]


                                       17

EX-99.11

                                                               Exhibit 99.11


                              AMENDED AND RESTATED

                  EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT

         THIS AMENDED AND RESTATED AGREEMENT (the "Agreement") dated and
effective May 24, 2001 is made by and between PictureTel Corporation, a Delaware
Corporation, (the "Company") and Jonathan Kosheff, ("Executive").

         WHEREAS, the Company, Pharaoh Acquisition Corporation and Polycom, Inc.
("Polycom") have entered into an Agreement and Plan of Merger (the "Merger
Agreement"), which requires, among other things, that Executive enter into this
Amended and Restated Executive Change in Control Agreement as a condition to the
closing of the merger contemplated by the Merger Agreement (the "Merger") (the
"Closing");

         WHEREAS, Polycom has, in the Merger Agreement, expressly agreed to
assume PictureTel's obligations under this Agreement and agreed to perform under
this Agreement in the same manner and to the same extent that PictureTel would
be required to perform if the Merger had not occurred;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
Company and the Executive hereby agree as follows:

         1.0 DEFINED TERMS. The definition of capitalized terms used in this
Agreement is provided in the last Section hereof and throughout the document
enclosed in quotation marks inside parentheses.

         2.0 TERM OF AGREEMENT. This Agreement shall be effective immediately
prior to the signing by all the parties thereto of the Merger Agreement and
shall continue in effect from such time until three years following the Closing;
provided, however, that if the Merger is not consummated within one year
following the signing of the Merger Agreement or if, earlier, the Company is
acquired by an entity not affiliated with Polycom then this Amended and Restated
Agreement shall become void and without further force and effect and the terms
of the prior Executive Officer Change in Control Agreement shall be reinstated
in their entirety and shall govern.

         3.0 COMPANY'S COVENANTS SUMMARIZED; EMPLOYMENT TERMS. In order to
induce the Executive to remain in the employ of the Company and in consideration
of the Executive's covenants set forth in Section 7 hereof and Appendix IV
hereto, and in the event Executive is to receive severance payments, in
consideration of Executive's entering into a standard form of release of claims
attached as Appendix III hereto, the Company agrees, under the conditions
described herein, to pay the Executive the "Severance and Retention Payments"
described in Section 6.2 hereof and the other payments and benefits described
herein in the event the Executive's employment continues or pursuant to certain
terminations of employment during the term of this Agreement. Except with
respect to Retention Payments payable under Section 6.0 hereof, no amount or
benefit shall be payable under this Agreement unless there shall have been (or,
under the terms hereof, there shall be deemed to have been) a termination of the
Executive's employment




during the term of this Agreement. This Agreement shall not be construed as
creating an express or implied contract of employment prior to or following the
date of the Merger and subject to the Company providing severance benefits as
required hereunder and, subject to the notice requirements hereof, Executive's
employment with the Company shall be "at-will" and may be terminated either by
the Company or Executive at any time, with or without cause.

             3.1 As consideration for entering into this Amended and Restated
Change in Control Agreement, the Company agrees to grant Executive a new
stock option covering 200,000 shares of Company Common Stock prior to the
Merger (the "New Option"). The New Option shall have a term of 10 years
(subject to earlier termination in certain circumstances, shall vest and be
subject to such other terms and conditions as are set forth in the Merger
Agreement and schedules thereto. Executive acknowledges that the grant of the
New Option is sufficient legal consideration for entering into this Amended
and Restated Executive Change in Control Agreement and for expressly waiving
all rights under the prior Executive Change in Control Agreement, which are
hereby expressly waived by Executive, subject to reinstatement of the prior
agreement as described in Section 2.

             3.2 On and after the Closing, the Company agrees to employ the
Executive, and the Executive hereby accepts employment with the Company, in the
position set forth in Appendix I hereto and the Executive agrees to assume and
discharge such responsibilities, and perform such duties, as are commensurate
with such position; PROVIDED, HOWEVER, that, subject to Executive's right to
terminate for Good Reason, the Company or Polycom shall have the right to
revise such position, responsibilities and duties from time to time as the
Company may reasonably deem appropriate. The Executive shall (i) carry out his
duties and responsibilities hereunder faithfully, diligently and competently,
(ii) devote his full time and attention to the business and affairs of the
Company, (iii) use his best efforts, skills and abilities to promote the
Company's interests, and (iv) comply in all material respects with the written
operating policies and practices of the Company generally applicable to all
Company employees and as from time to time in effect during the term of this
Agreement.

             3.3 The Executive shall perform his duties hereunder at Andover,
Massachusetts or at a location that is mutually agreed by the Company and the
Executive.

             3.4 Executive shall maintain the confidentiality of all
confidential and proprietary information of the Company, and on or prior to the
Closing, but effective at the Closing, shall execute and deliver to Polycom its
standard Proprietary Information and Invention Agreement in the form attached
hereto as Appendix II (the "CONFIDENTIALITY AGREEMENT"). Such obligations shall
survive any termination of Executive's employment relationship or of this
Agreement and shall be in addition to, and not in substitution of, any
agreements currently in effect between Executive and the Company.

         4.0 COMPENSATION AND BENEFITS.

             4.1 The Company shall pay the Executive as compensation for his
services a base salary at the annualized rate set forth on Appendix I hereto
(the "Base Salary"). Such salary shall be subject to applicable tax withholding
and shall be paid periodically in accordance with the


                                      -2-



Company's standard payroll practices. Such annual compensation shall be reviewed
annually for increases (but not decrease) in the discretion of Management. In
conducting any such annual review, Management shall take into account any
increase in Executive's responsibilities, the performance of the Executive
and/or other pertinent factors. Following the Merger, Executive shall be
eligible to participate in Polycom's Senior Management Incentive Compensation
Plan ("SMICOM") at a level commensurate with his corporate rank.

             4.2 Executive will be entitled to receive such employee benefits as
are made available by the Company to its other employees and managers. Executive
shall be entitled, to the extent eligible under the terms of the applicable
plans, to participate in all pension and welfare plans, including any group
medical, dental, life insurance and disability insurance plans, or similar
benefit plans of the Company and/or Polycom that are made available to other
similarly situated employees. Participation in any such benefits and plans shall
be consistent with Executive's rate of compensation to the extent that
compensation is a determinative factor with respect to participation and/or
coverage under any such benefit or plan and Executive shall be credited for the
time the Executive has been an employee of PictureTel.

             4.3 The Company shall reimburse Executive for all reasonable
business expenses incurred and paid by Executive in the performance of services
hereunder in accordance with the Company's expense reimbursement policy as from
time to time in effect.

         5.0 COMPENSATION OTHER THAN SEVERANCE OR RETENTION PAYMENTS.

             5.1 In the event of Executive's death or a termination of
Executive's employment due to the Executive's Disability, no compensation or
payments will be made to the Executive other than those to which he is entitled
under the Company's existing benefit plans and policies at the time of such
termination and other than any compensation or payments accrued under this
Agreement up to the date of termination of his employment and unpaid at the date
of such termination.

             5.2 If Executive's employment shall be terminated for any reason,
the Company shall pay the Executive's full salary to the Executive through the
Date of Termination at the rate in effect at the time the Notice of Termination
is given, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of any compensation or benefit
plan, program, agreement or arrangement maintained by the Company prior to the
Date of Termination; provided that severance and retention benefits shall only
be payable to Executive during the term of this Agreement pursuant to Section
6.0 of this Agreement; and Executive expressly waives the right to receive any
severance benefits under all other plans, programs, arrangements and agreements
during the term of this Agreement, including, without limitation, the PictureTel
Key Employee Change in Control Severance Plan and PictureTel Severance Plan.

             5.3 If Executive's employment shall be terminated for any reason,
the Company shall also pay Executive's normal post-termination compensation and
benefits to Executive as such payments become due. Such post-termination
compensation and benefits shall be determined under, and paid in accordance
with, the Company's retirement, insurance and other compensation or benefit
plans, programs and arrangements; provided that severance and retention benefits
shall only be payable to Executive pursuant to Section 6.0 of this Agreement.


                                      -3-



         6.0 SEVERANCE AND RETENTION PAYMENTS.

             6.1 Subject to Executive's continued employment with the Company,
Polycom, or an affiliate thereof on such payment dates, the Company shall pay
Executive one-third of the Total Severance and Retention Payments within 15 days
following the Closing, an additional one-third of the Total Severance and
Retention Payments on the first anniversary of the Closing and the final
one-third of the Total Severance and Retention Payments on the second
anniversary of the Closing. However, in the event of Executive's termination of
employment, then subject to (i) Executive entering into a release of claims in
substantially the form attached hereto as Appendix III, and (ii) Executive not
breaching the Non-Compete and Non-Solicit covenants of Section 7.0 hereof and
Appendix VII hereto, the Company shall pay the Executive the unpaid balance of
the Total Severance and Retention Payments described in Section 6.2 (i.e., the
Total Severance and Retention Payments minus the amount of any Retention
Payments previously paid to Executive) upon the termination of the Executive's
employment during the term of this Agreement, in addition to the payments and
benefits described in Section 5.0 hereof, unless such termination is (i) by the
Company for Cause, (ii) by reason of death or Disability, or (iii) by the
Executive without Good Reason. No severance payments shall be payable pursuant
to the preceding sentence in the event of Executive's (i) termination of
employment for Cause, (ii) voluntary termination of employment other than for
Good Reason, (iii) termination of employment due to death or Disability, or (iv)
termination of employment following the second anniversary of the Closing. The
Executive's employment shall be deemed to have been terminated following a
Change in Control by the Company without Cause or by the Executive with Good
Reason if the Executive's employment is terminated prior to the Merger without
Cause at the express direction (or action which constitutes an express
direction) of Polycom. The severance payments, if any, payable under this
Section 6.1 will be paid in twenty-four substantially equal monthly installments
following a triggering Date of Termination.

             6.2 The Total Severance and Retention Payments shall be equal to
two (2) times the sum of (a) the higher of the Executive's annual base salary in
effect immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based or in effect immediately prior to the
Change in Control, and (b) the higher of the highest annual bonus paid to the
Executive in the three years preceding the year in which the Date of Termination
occurs or paid in the three years preceding the year in which the Change in
Control occurs (the "Total Severance and Retention Payments").

             6.3 In the event of Executive's termination of employment after the
second anniversary of the Closing and on or prior to the third anniversary of
the Closing, and subject to (i) Executive entering into a release of claims in
substantially the form attached hereto as Appendix III, and (ii) Executive not
breaching the Non-Compete and Non-Solicit covenants of Section 7.0 hereof and
Appendix IV hereto, the Company shall pay the Executive, in addition to the
payments and benefits described in Section 5.0 hereof, unless such termination
is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii)
by the Executive without Good Reason, the lesser of (i)


                                      -4-



50% of Annual On Target Earnings ("AOTE"), or (ii) AOTE pro-rated for the
remainder of the third year following the Closing. For purposes of this
Agreement, Annual On Target Earnings or AOTE means Executive's annual Base
Salary plus Executive's on-target annual payout under SMICOM as in effect on the
date of termination; PROVIDED HOWEVER, that for purposes of this section the
maximum annual SMICOM payout taken into account for purposes of calculating the
AOTE shall not exceed $50,000. Notwithstanding anything contained in this
Agreement, the Company shall have no obligation to Executive with respect to
notice, pay in lieu of notice or severance after the third anniversary of the
Closing Date.

             6.4 In the event severance payments are payable under section 6.1
hereof (but not in the event severance payments are payable under section 6.3
hereof), then for a twenty-four (24) month period after the Date of Termination,
the Company shall arrange to provide the Executive with medical and dental
insurance benefits substantially similar to those which the Executive is
receiving immediately prior to the Notice of Termination. Benefits otherwise
receivable by the Executive pursuant to this Section 6.4 shall be reduced to the
extent comparable benefits are actually received by or made available to the
Executive without cost during the twenty-four (24) month period following the
Executive's termination of employment (and any such benefits actually received
by the Executive shall be reported to the Company by the Executive). If the
benefits provided to the Executive under this Section 6.4 shall result in a
decrease, pursuant to Section 6.5, in the Severance and Retention Payments or
the severance payments otherwise payable pursuant to Section 6.3 and these
Section 6.4 benefits are thereafter reduced pursuant to the immediately
preceding sentence because of the receipt of comparable benefits, the Company
shall, at the time of such reduction, pay to the Executive the lesser of (a) the
amount of the decrease made in the Severance and Retention Payments or severance
payments pursuant to Section 6.5, or (b) the maximum amount which can be paid to
the Executive without being, or causing any other payment to be, nondeductible
by reason of section 280G of the Code.

             6.5 Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive's
employment (whether or not received pursuant to the terms of this Agreement)
(all such payments and benefits, including but not limited to the Total
Severance and Retention Payments, being hereinafter called the "Total Payments")
would be subject in whole or in part to the Excise Tax, then the Total Severance
and Retention Payments shall be reduced to the extent, but only to the extent,
necessary so that no portion of the Total Payments is subject to the Excise Tax;
provided, that no such reduction shall be effected unless the net amount of the
Total Payments after such reduction in the Total Severance and Retention
Payments and after deduction of the net amount of federal, state and local
income taxes on such reduced Total Payments would be greater than the excess of
(a) the net amount of the Total Payments without such reduction in the Total
Severance and Retention Payments but after deduction of the net amount of
federal, state and local income taxes (other than the Excise Tax) on such
unreduced Total Payments, over (b) the Excise Tax to which the Total Payments
are subject. The determination as to whether a reduction in Severance Payments
is to be made under this Section 6.5 and, if so, the amount of any such
reduction shall be made by the Company's auditors or by such other firm of
certified public accountants, benefits consulting firm or legal counsel as the
Board may designate prior to the Change in Control.


                                      -5-



         The Company shall provide the executive with its calculations of the
amounts referred to in this Section 6.5 and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.

         7.0 NO CONFLICTING EMPLOYMENT; NON-SOLICITATION OF EMPLOYEES.

             7.1 During Executive's employment during the term of this
Agreement, Executive will not engage in any other employment, occupation,
consulting or other business activity directly or indirectly related to the
business in which the Polycom or PictureTel is now involved or becomes involved
during the term of this Agreement, nor will Executive engage in any other
activities that conflict with his obligations to Polycom or PictureTel.

             7.2 Executive further agrees that for a period of one (1) year
immediately following the termination of his employment relationship with the
Company for any reason, whether with or without Cause, Executive will not (i)
either directly or indirectly hire, solicit, induce, recruit or encourage any of
the Company's or Polycom's employees to leave their employment, or attempt to
solicit, induce, recruit, encourage any employees of the Company or Polycom to
leave their employment, either for himself or for any other person, firm,
corporation or other entity, or (ii) knowingly and intentionally interfere in
any manner with the contractual or employment relationship between the Company
or Polycom and any employee, supplier or customer of the Company or Polycom..

             7.3 Executive agrees to sign and deliver to Polycom the
Non-Competition Agreement attached hereto as Appendix IV on or prior to the
Closing, but effective as of the Closing.

         8.0 TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.

             8.1 NOTICE OF TERMINATION. After the signing of the Merger
Agreement and during the term of this Agreement, any purported termination of
the Executive's employment (other than by reason of death) shall be communicated
by written Notice of Termination from one party hereto to the other party hereto
in accordance with Section 11 hereof. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.

             8.2 DATE OF TERMINATION. "Date of Termination", with respect to any
purported termination of the Executive's employment after a Change in Control
during the term of this Agreement, shall mean:

                 (A) If the Executive's employment is terminated for Disability,
thirty (30) days after Notice of Termination is given (provided that the
Executive shall not have returned to the full-time performance of the
Executive's duties during such thirty (30) day period), and

                 (B) If the Executive's employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of a
termination by the Company,


                                      -6-



shall not be less than thirty (30) days (except in the case of a termination for
Cause, in which case the termination may be effective immediately) and, in the
case of a termination by the Executive, shall not be less than fifteen (15) days
nor more than sixty (60) days, respectively, from the date such Notice of
Termination is given).

         9.0 NO MITIGATION. The Company agrees that, if the Executive's
employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section
6.0. Further, the amount of any payment or benefit provided for in Section 6.0
(other than Section 6.4) shall not be reduced by any compensation earned by the
Executive as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Executive to
the Company, or otherwise.

         10.0 SUCCESSORS; BINDING AGREEMENT.

              10.1 In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as the Executive would be entitled to
hereunder if the Executive were to terminate his employment for Good Reason
after a Change in Control, except that, for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. In any event this agreement shall be binding
upon the Company and any successors or assignee.

              10.2 This Agreement shall inure to the benefit of and be
enforceable by Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive shall die while any amount would still be payable to Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of
Executive's estate.

         11.0 NOTICES. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in hand or one day after sending
by Federal Express overnight delivery service, addressed to the respective
addresses set forth below, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon actual receipt:


                                      -7-



                            To the Company:

                            PictureTel Corporation
                            100 Minuteman Road
                            Andover, Massachusetts 01810
                            Attention: General Counsel

                            cc:

                            Polycom, Inc.
                            1565 Barber Lane
                            Milpitas, CA  95035
                            Attention: Bill Paape

                            To the Executive:

                            Jonathan Kosheff
                            295 Candlestick Rd.
                            North Andover, MA 01845

         12.0 MISCELLANEOUS. No provision of this Agreement may be modified or
waived unless such waiver or modification is agreed to in writing and signed by
the Executive and such officer as may be specifically designated by the Board.
No waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. The Amendment and Restatement of this Agreement (including the appendices
hereto) supersedes and replaces in its entirety the Executive Officer Change in
Control Agreement in effect prior to the parties hereto entering into this
Amended and Restated Agreement, subject to the reinstatement of the prior
agreement as provided in Section 2. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party or by Polycom which are not expressly set forth in
this Agreement (including the appendices hereto). The laws of the Commonwealth
of Massachusetts shall govern the validity, interpretation, construction and
performance of this Agreement and the Agreement shall be an instrument under
seal. All references to sections of the Exchange Act or the Code shall be deemed
also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law and any additional withholding to which the
Executive has agreed. The obligations of the Company and Executive under
Sections 5.0, 6.0, 7.0 and 15.0 and Appendices II, III and IV hereto shall
survive the expiration of the term of this Agreement.

         13.0 VALIDITY. The invalidity or unenforceability or any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. In
addition, if any provision of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction, then such provision shall be deemed modified
to the extent necessary to enable such provision to be valid and enforceable.


                                      -8-



         14.0 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         15.0 SETTLEMENT OF DISPUTES; ARBITRATION. All claims by Executive for
benefits under this Agreement shall be directed to the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon. The Board then shall afford a reasonable opportunity to Executive for a
review of the decision denying a claim and shall further allow Executive to
appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board that Executive's claim has been denied. Any further
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Boston, Massachusetts in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction;
provided, however, that Executive shall be entitled to seek specific performance
of Executive's right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement in such arbitration or by a proceeding in the federal court in Boston
or the Massachusetts state court in Essex County.

         16.0 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

                  (A) "Base Amount" shall have the meaning defined in section
280G(b)(3) of the Code.

                  (B) "Beneficial Owner" shall have the meaning defined in Rule
13d-3 under the Exchange Act.

                  (C) "Board" shall mean the Board of Directors of the Company.

                  (D) "Cause" for termination by the Company of Executive's
employment, after any Change in Control, shall mean:

                      (i) the willful and continued failure by Executive to
substantially perform Executive's duties with the Company (other than any such
failure resulting from Executive's incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a Notice of
Termination for Good Reason by Executive pursuant to Section 8.1) after a
written demand for substantial performance is delivered to Executive by the
Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed Executive's duties,
or

                      (ii) the willful engaging by Executive in conduct which is
demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise.

For purposes of clauses (i) and (ii) of this definition, no act, or failure to
act, on Executive's part shall be deemed "Willful" unless done, or omitted to be
done, by Executive not in good faith and without reasonable belief that the
Executive's act, or failure to act, was in the best interest of the Company.


                                      -9-



                  (E) A "Change in Control", shall be deemed to have occurred
if the conditions set forth in any one of the following paragraphs shall have
been satisfied:

                      (i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing twenty-five
(25) percent or more of the combined voting power of the Company's then
outstanding securities; or

                      (ii) during any period of not more than two consecutive
years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board and any new
director (other than a director designated by a Person who has entered into an
agreement with the Company to effect a transaction described in clause (i), (ii)
or (iii) of this Section 16(E)) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
or

                      (iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (a) 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) sixty (60) percent or more of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person acquires twenty-five (25) percent or more of the combined
voting power of the Company's then outstanding securities; or

                      (iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets.

                  (F) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                   (G) "Company" shall mean PictureTel Corporation and any
successor to its business and/or assets which assumes and agrees to perform this
Agreement by operation of law, or otherwise (except in determining, under
Section 16(E) hereof, whether or not any Change in Control of the Company has
occurred in connection with such succession).

                  (H) "Date of Termination" shall have the meaning stated in
Section 8.2 hereof.

                  (I) "Disability" shall be deemed the reason for the
termination by the Company of the Executive's employment, if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive shall
have been absent from the full-time performance of the


                                      -10-



Executive's duties with the Company for a period of three (3) consecutive
months, the Company shall have given the Executive a Notice of Termination for
Disability, and, within thirty (30) days after such Notice of Termination is
given, the Executive shall not have returned to the full-time performance of the
Executive's duties.

                  (J) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.

                  (K) "Excise Tax" shall mean any excise tax imposed under
section 4999 of the Code.

                  (L) "Executive" shall mean the individual named in the first
paragraph of this Agreement.

                  (M) "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one of the following acts by the Company, or
failures by the Company to act, unless, (a) in the case of any act or failure to
act described in paragraph (i), (ii), (iii), (iv), (v), (vi), or (vii), below,
such act or failure to act is corrected prior to the Date of Termination
specified in the Notice of Termination given in respect thereof, or (b) such
termination occurs more than 90 days after one of the following acts by the
Company or failure by the Company to act:

                      (i) the assignment to the Executive of any duties
inconsistent with the Executive's status as a senior executive officer of the
Company or a substantial adverse alteration in the nature or status of the
Executive's responsibilities from those in effect immediately prior to the
Change in Control; provided, however that Executive's continuing position as
Vice President, Operations following the signing of the Merger Agreement and
Executive's position as Vice President Operations on and after the Closing,
and the assignment of duties consistent with such positions shall not
constitute Good Reason or a substantial adverse alteration in the nature or
status of the Executive's responsibilities from those in effect prior to the
Change in Control; provided, further that, following the Merger, Executive
may be re-assigned to another position in the Company or Polycom of
approximately commensurate grade and status and that such re-assignment, or
the attendant duties assigned thereto, shall not constitute Good Reason;

                      (ii) a reduction by the Company in the Executive's annual
base salary as in effect on the date hereof or as the same may be increased from
time to time;

                      (iii) the relocation of the Company's principal executive
offices to a location more than thirty (30) miles) from the location of such
offices immediately prior to the Change in Control or the Company's requiring
the Executive to be based anywhere other than the Company's principal executive
offices, except for required travel on the Company's business to an extent
substantially consistent with the Executive's present business travel
obligations;

                      (iv) the failure by the Company, without the Executive's
consent, to pay to the Executive any portion of the Executive's current
compensation, or to pay to the


                                      -11-



Executive any portion of an installment of deferred compensation under any
deferred compensation program of the Company, within seven (7) days of the date
such compensation is due;

                      (v) the failure by the Company to continue to provide the
Executive with benefits substantially similar in the aggregate to those enjoyed
by the Executive under any of the Company's pension, life insurance, medical,
health and accident, or disability plans in which the Executive was
participating at the time of the Change in Control, the taking of any action by
the Company which would directly or indirectly materially reduce the aggregate
value of such benefits, or the failure by the Company to provide the Executive
with the number of paid vacation days to which the Executive is entitled on the
basis of years of service with the Company in accordance with the Company's
normal vacation policy in effect at the time of the Change in Control; or

                      (vi) any purported termination of the Executive's
employment that is not effected pursuant to a Notice of Termination satisfying
the requirements of Section 8.1; for purposes of this Agreement, no such
purported termination shall be effective.

The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness. Except with respect to the 90 day window period referred to above in
the first paragraph of this section, the Executive's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.

                  (N) "Notice of Termination" shall have the meaning stated in
Section 7.1 hereof.

                  (O) "Person" shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
however, a Person shall not include:

                      (i) the Company,

                      (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or

                      (iii) a Corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                      (iv) "Potential Change in Control," shall be deemed to
have occurred upon the signing of the Merger Agreement by the parties thereto.

                  (P) "Total Payments" shall mean those payments described in
Section 6.5 hereof.


                                      -12-



                                      PictureTel Corporation


                                      By /s/ Norman E. Gaut
                                         ---------------------------------------
                                      Name:  Norman E. Gaut
                                      Title: Chairman of the Board of Directors,
                                      President and Chief Executive Officer

                                      /s/ Jonathan Kosheff
                                      ------------------------------------------
                                      Jonathan Kosheff



                                      -13-



                                   APPENDIX I



         Position (as set forth in Section 3.2) is: Vice President Operations

         Base Salary (as set forth in Section 4.1) is: $220,000.00



                                      -1-



                                   APPENDIX II

             Form of Proprietary Information and Invention Agreement

                             PROPRIETARY INFORMATION
                             AND INVENTION AGREEMENT


      The following confirms an agreement between me and Polycom, Inc., a
Delaware corporation (the "Company"), which is a material part of the
consideration for my employment by the Company:

      A.    I understand that the Company possesses Proprietary Information
            which is important to its business. For purposes of this Agreement,
            "Proprietary Information" is information that was developed,
            created, or discovered by the Company, or which became known by or
            was conveyed to the Company and is not in the public domain, which
            has commercial value in the Company's business. "Proprietary
            Information" includes, but is not limited to, trade secrets,
            copyrights, ideas, techniques, know-how, inventions (whether
            patentable or not), and/or any other information of any type
            relating to designs, configurations, toolings, documentation,
            recorded data, schematics, source code, object code, master works,
            master databases, algorithms, flow charts, formulae, works of
            authorship, mechanisms, research, manufacture, improvements,
            assembly, installation, marketing, forecasts, pricing, customers,
            the salaries, duties, qualifications, performance levels, and terms
            of compensation of other employees, and/or cost or other financial
            data concerning any of the foregoing or the Company and its
            operations generally. I understand that my employment creates a
            relationship of confidence and trust between me and the Company with
            respect to Proprietary Information.

      B.    I understand that the Company possesses "Company Documents" which
            are important to its business. For purposes of this Agreement,
            "Company Documents" are documents or other media that contain
            Proprietary Information or any other confidential information
            concerning the business, operations or plans of the Company, whether
            such documents have been prepared by me or by others. "Company
            Documents" include, but are not limited to, blueprints, drawings,
            photographs, charts, organization charts, graphs, notebooks,
            customer lists, computer disks, tapes or printouts, sound recordings
            and other printed, typewritten or handwritten documents.

      C.    In consideration of my employment by the Company and the
            compensation received by me from the Company from time to time, I
            hereby agree as follows:

            1.    All Proprietary Information and all patents, copyrights and
                  other rights in connection therewith shall be the sole
                  property of the Company. I hereby assign to the Company any
                  rights I may have or acquire in such Proprietary Information.
                  At all times, both during my employment by the


                                      -1-



                  Company and after its termination, I will keep in confidence
                  and trust and will not use or disclose any Proprietary
                  Information without the prior written consent of an officer of
                  the Company, except as may be necessary in the ordinary course
                  of performing my duties to the Company. Nothing contained
                  herein will prohibit an employee from disclosing to anyone the
                  amount of his or her wages.

            2.    All Company Documents shall be the sole property of the
                  Company. I agree that during my employment by the Company, I
                  will not remove any Company Documents from the business
                  premises of the Company or deliver any Company Documents to
                  any person or entity outside the Company, except as I am
                  required to do in connection with performing the duties of my
                  employment. I further agree that, immediately upon the
                  termination of my employment by me or by the Company for any
                  reason, or during my employment if so requested by the
                  Company, I will return all Company Documents, apparatus,
                  equipment and other physical property, or any reproduction of
                  such property, excepting only (i) my personal copies of
                  records relating to my compensation; (ii) my personal copies
                  of any materials previously distributed generally to
                  stockholders of the Company; and (iii) my copy of this
                  Agreement, and further excepting any Company Document that may
                  be relevant to any litigation that may arise between me and
                  the Company in connection with my employment or the
                  termination of my employment with the Company.

            3.    I will promptly disclose in writing to my immediate
                  supervisor, with a copy to the President of the Company, or to
                  any persons designated in writing by the Company, all
                  "Inventions," which includes all improvements, inventions,
                  works of authorship, mask works, computer programs, formulas,
                  ideas, processes, techniques, know-how and data, whether or
                  not patentable, made or conceived or reduced to practice or
                  developed by me, either alone or jointly with others, during
                  the term and in the course of my employment. I will also
                  disclose to the President of the Company all things that would
                  be Inventions if made during the term of my employment,
                  conceived, reduced to practice, or developed by me within six
                  (6) months of the termination of my employment with the
                  Company. Such disclosures shall be received by the Company in
                  confidence and do not extend the assignment made in Section 4
                  below. I will not disclose Inventions to any person outside
                  the Company unless I am requested to do so by management
                  personnel of the Company.

            4.    I agree that all Inventions which I make, conceive, reduce to
                  practice or develop (in whole or in part, either alone or
                  jointly with others) during my employment shall be the sole
                  property of the Company to the maximum extent permitted by
                  applicable California law and hereby assign such


                                      -2-



                  Inventions and all rights therein to the Company. I agree to
                  assign to the Company all patents, copyrights and other
                  intellectual property or other rights in connection with such
                  Inventions that are the property of the Company.

            5.    I agree to perform, during and after my employment, all acts
                  deemed necessary or desirable by the Company to permit and
                  assist it, at the Company's expense, in obtaining,
                  maintaining, defending and enforcing patents, copyrights or
                  other rights in such Inventions and improvements in any and
                  all countries. Such acts may include, but are not limited to,
                  execution of documents and assistance or cooperation in legal
                  proceedings. I hereby irrevocably designate and appoint the
                  Company and its duly authorized officers and agents, as my
                  agents and attorneys-in-fact to act for and in my behalf and
                  instead of me, to execute and file any documents and to do all
                  other lawfully permitted acts to further the above purposes
                  with the same legal force and effect as if executed by me.

            6.    I have attached hereto a complete list of all Inventions to
                  which I claim ownership and that I desire to remove from the
                  operation of this Agreement, and I acknowledge and agree that
                  such list is complete. If no such list is attached to this
                  Agreement, I represent that I have no such Inventions at the
                  time of signing this Agreement.

            7.    During the term of my employment and for one (1) year
                  thereafter, I will not encourage or solicit any employee of
                  the Company to leave the Company for any reason. However, this
                  obligation shall not affect any responsibility I may have as
                  an employee of the Company with respect to the bona fide
                  hiring and firing of Company personnel.

            8.    I agree that during my employment with the Company I will not
                  engage in any employment, business, or activity that is in any
                  way competitive with the business of the Company, and I will
                  not materially assist any other person or organization in
                  competing with the Company or in preparing to engage in
                  competition with the business of the Company. The provisions
                  of this paragraph shall apply both during normal working hours
                  and at all other times including, but not limited to, nights,
                  weekends and vacation time, while I am employed by the
                  Company.

            9.    I represent that my performance of all the terms of this
                  Agreement will not breach any agreement to keep in confidence
                  proprietary information acquired by me in confidence or in
                  trust prior to my employment by the Company. I have not
                  entered into, and I agree I will not enter into, any agreement
                  either written or oral in conflict herewith or in conflict
                  with my employment with the Company.


                                      -3-



      D.    I agree that this Agreement does not purport to set forth all of the
            terms and conditions of my employment, and that as an employee of
            the Company I have obligations to the Company unrelated to the
            subject matter hereof which are not set forth in this Agreement.

      E.    I agree that my obligations under paragraphs C(1) through C(5) of
            this Agreement shall continue in effect during my employment and for
            a period of two (2) years thereafter, regardless of the reason or
            reasons for termination, and whether such termination is voluntary
            or involuntary on my part, and that the Company is entitled to
            communicate my obligations under this Agreement to any future
            employer or potential employer of mine.

      F.    I agree that any dispute in the meaning, effect or validity of this
            Agreement shall be resolved in accordance with the laws of the State
            of California without regard to the conflict of laws provisions
            thereof. I further agree that if one or more provisions of this
            Agreement are held to be unenforceable under applicable California
            law, such provision(s) shall be excluded from this Agreement and the
            balance of the Agreement shall be interpreted as if such provision
            were so excluded and shall be enforceable in accordance with its
            terms.

      G.    This Agreement shall be effective as of the date I execute this
            Agreement and shall be binding upon me, my heirs, executors,
            assigns, and administrators and shall inure to the benefit of the
            Company, its subsidiaries, successors and assigns.

      H.    This Agreement can only be modified by a subsequent written
            agreement executed by me and the President of the Company.

      I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. EXCEPT FOR THE
AGREEMENTS CONTAINED IN THE EMPLOYMENT AGREEMENT TO WHICH THIS AGREEMENT IS A
SCHEDULE, NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO
SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.


- ----------------   -----------------------------   -----------------------------
    DATE                    PRINT NAME                       SIGNATURE

Accepted and Agreed to:
Polycom, Inc.


By:
   ------------------------



                                      -4-



                                    EXHIBIT A

1.   The following is a complete list of all inventions or improvements relevant
     to the subject matter of my employment by Polycom, Inc. (the "Company")
     that have been made or conceived or first reduced to practice by me alone
     or jointly with others prior to my employment by the Company that I desire
     to remove from the operation of the Company's Proprietary Information and
     Inventions Agreement.

           [ ] No inventions or improvements.

           [ ] See below

           [ ] Additional sheets attached.

2.    I propose to bring to my employment the following materials and documents
      of a former employer:

           [ ] No materials or documents.

           [ ] See below:



- --------------------                              ------------------------------
       DATE                                                 SIGNATURE



                                      -5-



                                  APPENDIX III

                        SETTLEMENT AGREEMENT AND RELEASE


         This Settlement Agreement and Release ("Agreement") is made by and
between Polycom, Inc. (the "Company"), and Jonathan Kosheff ("Employee").

         WHEREAS, Pursuant to the Agreement and Plan of Merger (the "Merger")
between the Company and PictureTel Corporation ("PictureTel"), the Company has
agreed to assume and to perform in the same manner and to the same extent as
PictureTel would have been required to perform had the Merger not been
consummated, the amended and restated Executive Change in Control Agreement
effective immediately prior to the execution of the Merger Agreement;

         NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as "the Parties") hereby agree as
follows:

         1. TERMINATION. Employee's employment from the Company terminated on
________________.

         2. CONSIDERATION. The Company agrees to pay Employee the Severance
Payments described in such Employee's amended and restated Executive Change in
Control Agreement, pursuant to the terms and conditions of such Executive Change
in Control Agreement.

         3. NO OTHER SEVERANCE PAYABLE. Employee acknowledges that he shall only
be entitled to the Severance Payments in such Employee's amended and restated
Executive Change in Control Agreement. Employee waives any and all other
severance payments in any other agreements entered into between the Employee and
PictureTel, any predecessor corporation thereto, or the Company.

         4. CONFIDENTIAL INFORMATION. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company. Employee shall
return all the Company property and confidential and proprietary information in
his possession to the Company on the Effective Date of this Agreement.

         5. PAYMENT OF SALARY. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee.

         6. RELEASE OF CLAIMS. Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Employee by
the Company. Employee, on behalf of himself, and his respective heirs, family
members, executors and assigns, hereby fully and forever releases the Company
and its past, present and future officers, agents, directors, employees,
investors, shareholders, administrators, affiliates, divisions, subsidiaries,
parents, predecessor and successor corporations, and assigns, from, and agrees
not to sue or otherwise institute or cause to be instituted any legal or
administrative proceedings concerning any claim, duty, obligation or cause of


                                      -6-



action relating to any matters of any kind, whether presently known or unknown,
suspected or unsuspected, that he may possess arising from any omissions, acts
or facts that have occurred up until and including the Effective Date of this
Agreement including, without limitation,

         (a) any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship;

         (b) any and all claims relating to, or arising from, Employee's right
to purchase, or actual purchase of shares of stock of the Company, including,
without limitation, any claims for fraud, misrepresentation, breach of fiduciary
duty, breach of duty under applicable state corporate law, and securities fraud
under any state or federal law;

         (c) any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and fair dealing,
both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment; and
conversion;

         (d) any and all claims for violation of any federal, state or municipal
statute, including, but not limited to, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of
1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act,
the Employee Retirement Income Security Act of 1974, The Worker Adjustment and
Retraining Notification Act, the California Fair Employment and Housing Act, and
Labor Code section 201, ET SEQ. and section 970, ET SEQ. and all amendments to
each such Act as well as the regulations issued thereunder;

         (e) any and all claims for violation of the federal, or any state,
constitution;

         (f) any and all claims arising out of any other laws and regulations
relating to employment or employment discrimination; and

         (g) any and all claims for attorneys' fees and costs.

Employee agrees that the release set forth in this section shall be and remain
in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations incurred under this
Agreement or severance payments and benefits due to Employee pursuant to the
Amended and Restated Change in Control Agreement entered into by and between the
Company and PictureTel, and assumed by Polycom. Employee acknowledges and agrees
that any breach of this paragraph shall constitute a material breach of the
Agreement and in the case of a breach by Employee, shall entitle the Company
immediately to recover the monetary consideration discussed in paragraph 2
above. Employee shall also be responsible to the Company for all costs,


                                      -7-



attorneys' fees and any and all damages incurred by the Company (a) enforcing
the obligation, including the bringing of any suit to recover the monetary
consideration, and (b) defending against a claim or suit brought or pursued by
Employee in violation of this provision.

         7. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Employee acknowledges
that he/she is waiving and releasing any rights he/she may have under the Age
Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and
release is knowing and voluntary. Employee and the Company agree that this
waiver and release does not apply to any rights or claims that may arise under
the ADEA after the Effective Date of this Agreement. Employee acknowledges that
the consideration given for this waiver and release Agreement is in addition to
anything of value to which Employee was already entitled. Employee further
acknowledges that he/she has been advised by this writing that (a) he/she should
consult with an attorney PRIOR to executing this Agreement; (b) he/she has
twenty-one (21) days within which to consider this Agreement; (c) he/she has
seven (7) days following the execution of this Agreement by the parties to
revoke the Agreement; and (d) this Agreement shall not be effective until the
revocation period has expired. Any revocation should be in writing and delivered
to the Chief Financial Officer at Polycom, Inc. by close of business on the
seventh day from the date that Employee signs this Agreement.

         8. CIVIL CODE SECTION 1542. Employee represents that he is not aware of
any claims against the Company other than the claims that are released by this
Agreement. Employee acknowledges that he has been advised by legal counsel and
is familiar with the provisions of California Civil Code Section 1542, which
provides as follows:

            A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
            DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
            EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
            MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         Employee, being aware of said code section, agrees to expressly waive
any rights he may have thereunder, as well as under any other statute or common
law principles of similar effect.

         9. NO PENDING OR FUTURE LAWSUITS. Employee represents that he has no
lawsuits, claims, or actions pending in his name, or on behalf of any other
person or entity, against the Company or any other person or entity referred to
herein. Employee also represents that he does not intend to bring any claims on
his own behalf or on behalf of any other person or entity against the Company or
any other person or entity referred to herein.

         10. APPLICATION FOR EMPLOYMENT. Employee understands and agrees that,
as a condition of this Agreement, he shall not be entitled to any employment
with the Company, its subsidiaries, or any successor, and he hereby waives any
right, or alleged right, of employment or re-employment with the Company.
Employee further agrees that he will not apply for employment with the


                                      -8-



Company, its subsidiaries, its parents, or related companies, or any successor
and will not apply to work as an independent contractor for the Company, its
parents, its subsidiaries or any successor.

         11. CONFIDENTIALITY. Employee agrees to use his best efforts to
maintain in confidence the existence of this Agreement, the contents and terms
of this Agreement, and the consideration for this Agreement (hereinafter
collectively referred to as "Settlement Information"). Employee agrees to take
every reasonable precaution to prevent disclosure of any Settlement Information
to third parties, and agrees that there will be no publicity, directly or
indirectly, concerning any Settlement Information. Employee agrees to take every
precaution to disclose Settlement Information only to those attorneys,
accountants, governmental entities, and family members who have a reasonable
need to know of such Settlement Information.

         12. NO COOPERATION. Employee agrees he will not act in any manner that
might damage the business of the Company. Employee agrees that he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so.

         13. NON-DISPARAGEMENT. Employee agrees to refrain from any defamation,
libel or slander of the Company and its respective officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns or tortious
interference with the contracts and relationships of the Company and its
respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns.

         14. NO ADMISSION OF LIABILITY. No action taken by the Company, either
previously or in connection with this Agreement shall be deemed or construed to
be (a) an admission of the truth or falsity of any claims heretofore made or (b)
an acknowledgment or admission by the Company of any fault or liability
whatsoever to the Employee or to any third party.

         15. COSTS. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.

         16. ARBITRATION. To the extent permitted by law, the Parties agree that
any and all disputes arising out of the terms of this Agreement, their
interpretation, and any of the matters herein released, including any potential
claims of harassment, discrimination or wrongful termination shall be subject to
binding arbitration, to the extent permitted by law, in Boston, Massachusetts,
before the American Arbitration Association under its National Rules for the
Resolution of Employment Disputes. Employee agrees and hereby waives his right
to jury trial as to matters arising out of the terms of this Agreement and any
matters herein released to the extent permitted by law. The Parties agree that
the prevailing party in any arbitration shall be entitled to injunctive relief
in any court of competent jurisdiction to enforce the arbitration award.


                                      -9-



         17. AUTHORITY. Employee represents and warrants that he has the
capacity to act on his own behalf and on behalf of all who might claim through
him to bind them to the terms and conditions of this Agreement.

         18. NO REPRESENTATIONS. Employee represents that he has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.

         19. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

         20. ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement
represent the entire agreement and understanding between the Company and
Employee concerning Employee's separation from the Company, and supersede and
replace any and all prior agreements and understandings concerning the subject
matter of this Agreement.

         21. NO ORAL MODIFICATION. This Agreement may only be amended in writing
signed by Employee and the President of the Company.

         22. GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules, of the State of California.

         23. EFFECTIVE DATE. This Agreement is effective eight days after it has
been signed by both Parties.

         24. COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

         25. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto, with the full intent of releasing all claims. The Parties
acknowledge that:

             (a) They have read this Agreement;

             (b) They have been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of their own choice or that they
have voluntarily declined to seek such counsel;

             (c) They understand the terms and consequences of this Agreement
and of the releases it contains;

             (d) They are fully aware of the legal and binding effect of this
Agreement.


                                      -10-



         IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.

                                                POLYCOM, INC.



Dated:             , 200                        By
      -------------     --                         ----------------------------



                                                Jonathan Kosheff, an individual



Dated:              , 200
      --------------     --                     -------------------------------






                                   APPENDIX IV

                            NON-COMPETITION AGREEMENT

         THIS NON-COMPETITION AGREEMENT (the "AGREEMENT") is made as of the
Effective Date (as defined below) by and between Polycom, Inc., a Delaware
corporation ("PARENT"), PictureTel Corporation, an Delaware corporation
("PictureTel") (Parent and PictureTel are sometimes collectively referred to
herein as the "COMPANY"), and the undersigned individual ("EMPLOYEE").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Reorganization Agreement (as defined below).

                                   BACKGROUND

Parent, PictureTel and Pharaoh Acquisition Corporation, a wholly-owned
subsidiary of Parent ("SUB") have entered into an Agreement and Plan of Merger
and Reorganization dated as of May 24, 2001 (the "REORGANIZATION AGREEMENT"),
whereby Sub will merge with and into PictureTel (the "MERGER"). The Effective
Time of the Merger shall be the "EFFECTIVE Date" of this Agreement.

Parent and Employee acknowledge that it would be seriously detrimental to the
Company if Employee would compete with the Company following the Merger.

In connection with the Merger, to preserve the value of the business being
acquired by Parent, the Reorganization Agreement contemplates, among other
things, that Employee enter into this Agreement and that this Agreement become
effective upon the closing of the Merger.

PictureTel is currently engaged or planning to engage in its business in each of
the fifty (50) states of the United States and internationally. Parent,
following the Merger, will continue conducting such business in all parts of the
United States and internationally.

         NOW THEREFORE, in consideration of the mutual promises made herein,
Parent, PictureTel and Employee (collectively referred to as the "PARTIES")
hereby agree as follows:

         1.0 COVENANT NOT TO COMPETE OR SOLICIT.

             1.1 For the term of Employee's employment with the Company and a
period of twelve (12) months following the cessation of his employment with the
Company (the "NON-COMPETE PERIOD"), Employee shall not directly or indirectly,
without the prior written consent of Parent:

                 (A) engage anywhere in the Restricted Territory in (whether
as an employee, agent, consultant, advisor, independent contractor, proprietor,
partner, officer, director or otherwise), or have any ownership interest in
(except for ownership of one percent (1%) or less of any entity whose securities
have been registered under Section 12 of the Securities Exchange Act of 1934, as
amended, or similar laws in other jurisdictions), or participate in the
financing, operation, management or control of, any firm, partnership,
corporation, entity or business that engages or participates in a "Competing
Business Purpose"; or





                 (B) interfere with the business or contractual relationship
between the Company and any supplier or customer of the Company.

         The term "Competing Business Purpose" shall mean the below business
activities that Employee engaged in while employed with the Company and that are
in competition with Polycom products existing or planned on the date of
termination and are directly related to the design, engineering, manufacture,
sale or distribution of competing equipment, including voice and video
communications gateways, bridges, group or desktop endpoints and any software
specifically used in the management of such equipment.

         The term Restricted Territory shall mean each and every country,
province, state, city or other political subdivision of the world in which the
Employee carried on the business of the Company.

             1.2 During the Non-Compete Period, Employee shall not, directly or
indirectly, without the prior written consent of Parent, (i) solicit, encourage,
hire or induce any employee or consultant of the Company to terminate his or her
employment or consulting relationship with the Company or (ii) interfere in any
manner with the contractual or employment relationship between the Company and
any employee of the Company.

             1.3 The covenants contained in the preceding paragraphs shall be
construed as a series of separate covenants, one for each country, province,
state, city or other political subdivision of the world in which the Company is
currently engaged or during the term of this Agreement engages in business or
otherwise sells its products. Except for geographic coverage, each such separate
covenant shall be identical in terms to the covenant contained in the preceding
paragraphs. If, in any judicial or arbitral proceeding, a court refuses to
enforce any of such separate covenants (or any part thereof), then such
unenforceable covenant (or such part) shall be eliminated from this Agreement to
the extent necessary to permit the remaining separate covenants (or portions
thereof) to be enforced. In the event that the provisions of this Section 1 are
deemed to exceed the time, geographic or scope limitations permitted by
applicable law, then such provisions shall be reformed to the maximum time,
geographic or scope limitations, as the case may be, permitted by applicable
laws.

             1.4 Employee acknowledges that (i) the goodwill associated with the
existing business, customers and assets of PictureTel prior to the Merger is an
integral component of the value of PictureTel to Parent and is reflected in the
consideration to be received by Employee as a shareholder and (ii) Employee's
agreement as set forth herein is necessary to preserve the value of PictureTel
for Parent following the Merger. Employee also acknowledges that the limitations
of time, geography and scope of activity agreed to in this Agreement are
reasonable because, among other things, (i) PictureTel and Parent are engaged in
a highly competitive industry and (ii) Employee has unique access to, and will
continue to have access to, the trade secrets and know-how of the Company,
including without limitation the plans and strategy of the Company.


                                      -2-



             1.5 The parties agree that it would be impossible or inadequate to
measure and calculate the Company's damages from any breach of the covenants set
forth in this Agreement. Accordingly, Employee agrees that if he breaches any
provision of this Agreement, the Company will have available, in addition to any
other right or remedy otherwise available, the right to obtain an injunction
from a court of competent jurisdiction restraining such breach or threatened
breach and to specific performance of any such provision of this Agreement and
to arbitration of the Agreement. The parties further agree that no damages be
required for such equitable relief. Each party hereby expressly consents to the
issuance of such injunctive relief, whether in the form of a temporary
restraining order or otherwise, and to the ordering of such specific performance
upon the other party satisfying all criteria necessary to obtain such injunctive
relief or specific performance.

         2.0 CONFLICTING OBLIGATIONS. Employee certifies that Employee has no
outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, or that would preclude Employee from complying
with the provisions hereof, and further certifies that Employee will not enter
into any such conflicting agreement during the term of this Agreement.

         3.0 RETURNING COMPANY DOCUMENTS. Employee agrees that, at the time of
leaving the employ of the Company, Employee will deliver to the Company (and
will not keep in Employee's possession, recreate or deliver to anyone else) any
and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment other documents or property, or reproductions of any aforementioned
items developed by the Employee pursuant to Employee's employment with the
Company or otherwise belonging to the Company, its successors or assigns.

         4.0 NOTIFICATION OF NEW EMPLOYER. In the event that Employee leaves the
employ of the Company, Employee hereby grants consent to notification by the
Company to Employee's new employer about Employee's obligations under this
Agreement.

         5.0 ARBITRATION. Employee agrees that, except as provided in Section
1(e) above, any dispute or controversy arising out of, relating to, or in
connection with this Agreement, or the interpretation, validity, construction,
performance, breach or termination thereof, shall be decided by arbitration by
the American Arbitration Association (the "Association") in accordance with the
rules and regulations of the Association.

         The parties shall, within 30 days of the date of demand by either party
for arbitration, mutually select one independent, qualified arbitrator. Each
party reserves the right to object to any individual arbitrator who shall be
employed by or affiliated with a competing organization. In the event objection
is made, the Association shall resolve any dispute regarding the propriety of an
individual arbitrator acting in that capacity. Company shall bear the expenses
of the arbitrator. Hearings in the proceeding shall commence within 120 days of
the selection of the arbitrator.


                                      -3-



         Arbitration shall take place in Boston, Massachusetts. At the request
of either party, arbitration proceedings will be conducted confidentially; in
such case all documents, testimony and records shall be received, heard and
maintained by the arbitrators in confidence under seal, available for the
inspection only by the Association, the parties and their respective attorneys
and their respective experts who shall agree in advance and in writing to
receive all such information confidentially and to maintain such information in
confidence. The arbitrator shall be able to decree any and all relief of an
equitable and legal nature, including but not limited to such relief as a
temporary restraining order, a temporary and/or a permanent injunction, and
shall also be able to award damages, with or without an accounting and costs.

         Reasonable notice of the time and place of arbitration shall be given
to all persons, other than the parties, as shall be required by law, in which
case such persons or those authorized representatives shall have the right to
attend and/or participate in all the arbitration hearings in such manner as the
law shall require.

         EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION 6, WHICH DISCUSSES
ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE
AGREES, EXCEPT AS SET FORTH IN SECTION 1(e) ABOVE, TO SUBMIT ANY CLAIMS ARISING
OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE
INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO A BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A
WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL
DISPUTES RELATING TO THIS AGREEMENT.

         6.0 MISCELLANEOUS.

             6.1 SEVERABILITY. If any portion of this Agreement is held by a
court of competent jurisdiction to conflict with any federal, state or local
law, such portion of this Agreement shall be of no force or effect and this
Agreement shall otherwise remain in full force and effect and be construed as if
such portion had not been included in this Agreement.

             6.2 NO ASSIGNMENT. Employee shall not assign this Agreement or any
rights or obligations under this Agreement without the prior written consent of
Parent and PictureTel.

             6.3 NOTICE. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):


                                      -4-



                    (A)     if to Parent, to:

                            Polycom, Inc.
                            1565 Barber Lane
                            Milpitas, CA  95035
                            Attention:  Bill Paape
                            Telephone No.:  (408) 526-9000
                            Facsimile No.:  (408)526-9100

                            with a copy to:

                            Wilson Sonsini Goodrich & Rosati
                            650 Page Mill Road
                            Palo Alto, California 94304-1050
                            Attention: Mark A. Bertelsen, Esq.
                            Telephone No.:  (650) 493-9300
                            Facsimile No.:  (650) 493-6811

                            if to Employee to:

                            Jonathan Kosheff
                            295 Candlestick Rd.
                            North Andover, MA 01845

                            Telephone No.:
                                           -------------------
                            Facsimile No.:
                                           -------------------

                            with a copy to:

                            ----------------------------------
                            ----------------------------------
                            ----------------------------------
                            ----------------------------------
                            ----------------------------------
                            ----------------------------------
                            ----------------------------------
                            Attention:
                                       -----------------------
                            Telephone No.:
                                           -------------------
                            Facsimile No.:
                                           -------------------

         6.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding of the parties and supersedes all prior discussions, agreements
and understandings


                                      -5-



relating to the subject matter of this Agreement. This Agreement may not be
changed or modified, except by an agreement in writing executed by Parent and
Employee.

         6.5 WAIVER OF BREACH. The waiver of a breach of any term or provision
of this Agreement, which must be in writing, shall not operate as or be
construed to be a waiver of any other previous or subsequent breach of this
Agreement.

         6.6 GOVERNING LAW. This Agreement shall be governed, construed and
enforced by the internal laws of the State of Massachusetts without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Massachusetts or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Massachusetts. Employee
hereby consents to the personal jurisdiction of the state and federal courts
located in the State of Massachusetts for any action or proceeding arising from
or relating to this Agreement or relating to any arbitration in which the
parties are participants.

         6.7 HEADINGS. All captions and section headings used in this Agreement
are for convenient reference only and do not form a part of this Agreement.

         6.8 COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

         6.9 ATTORNEYS FEES. In the event of any action under this Agreement,
each party shall bear their respective expenses.


                                      -6-




         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

POLYCOM, INC.                                EMPLOYEE


By:
    ---------------------------------        ----------------------------------
    Name:
    Title:
                                             ----------------------------------
                                                        (Print Name)


PICTURETEL CORPORATION


By:
    ---------------------------------
    Name:
    Title:




                  [SIGNATURE PAGE TO NON-COMPETITION AGREEMENT]

EX-99.12

                                                               Exhibit 99.12



                              AMENDED AND RESTATED

                  EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT

         THIS AMENDED AND RESTATED AGREEMENT (the "Agreement") dated and
effective May 24, 2001 is made by and between PictureTel Corporation, a Delaware
Corporation, (the "Company") and Edward Semonite, ("Executive").

         WHEREAS, the Company, Pharaoh Acquisition Corporation and Polycom, Inc.
("Polycom") have entered into an Agreement and Plan of Merger (the "Merger
Agreement"), which requires, among other things, that Executive enter into this
Amended and Restated Executive Change in Control Agreement as a condition to the
closing of the merger contemplated by the Merger Agreement (the "Merger") (the
"Closing");

         WHEREAS, Polycom has, in the Merger Agreement, expressly agreed to
assume PictureTel's obligations under this Agreement and agreed to perform under
this Agreement in the same manner and to the same extent that PictureTel would
be required to perform if the Merger had not occurred;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
Company and the Executive hereby agree as follows:

         1.0 DEFINED TERMS. The definition of capitalized terms used in this
Agreement is provided in the last Section hereof and throughout the document
enclosed in quotation marks inside parentheses.

         2.0 TERM OF AGREEMENT. This Agreement shall be effective immediately
prior to the signing by all the parties thereto of the Merger Agreement and
shall continue in effect from such time until three years following the Closing;
provided, however, that if the Merger is not consummated within one year
following the signing of the Merger Agreement or if, earlier, the Company is
acquired by an entity not affiliated with Polycom then this Amended and Restated
Agreement shall become void and without further force and effect and the terms
of the prior Executive Officer Change in Control Agreement shall be reinstated
in their entirety and shall govern.

         3.0 COMPANY'S COVENANTS SUMMARIZED; EMPLOYMENT TERMS. In order to
induce the Executive to remain in the employ of the Company and in consideration
of the Executive's covenants set forth in Section 7 hereof and Appendix IV
hereto, and in the event Executive is to receive severance payments, in
consideration of Executive's entering into a standard form of release of claims
attached as Appendix III hereto, the Company agrees, under the conditions
described herein, to pay the Executive the "Severance and Retention Payments"
described in Section 6.2 hereof and the other payments and benefits described
herein in the event the Executive's employment continues or pursuant to certain
terminations of employment during the term of this Agreement. Except with
respect to Retention Payments payable under Section 6.0 hereof, no amount or
benefit shall be payable under this Agreement unless there shall have been (or,
under the terms hereof, there shall be deemed to have been) a termination of the
Executive's employment




during the term of this Agreement. This Agreement shall not be construed as
creating an express or implied contract of employment prior to or following the
date of the Merger and subject to the Company providing severance benefits as
required hereunder and, subject to the notice requirements hereof, Executive's
employment with the Company shall be "at-will" and may be terminated either by
the Company or Executive at any time, with or without cause.

         3.1 As consideration for entering into this Amended and Restated
Change in Control Agreement, the Company agrees to grant Executive a new
stock option covering 200,000 shares of Company Common Stock prior to the
Merger (the "New Option"). The New Option shall have a term of 10 years
(subject to earlier termination in certain circumstances, shall vest and be
subject to such other terms and conditions as are set forth in the Merger
Agreement and schedules thereto. Executive acknowledges that the grant of the
New Option is sufficient legal consideration for entering into this Amended
and Restated Executive Change in Control Agreement and for expressly waiving
all rights under the prior Executive Change in Control Agreement, which are
hereby expressly waived by Executive, subject to reinstatement of the prior
agreement as described in Section 2.

         3.2 On and after the Closing, the Company agrees to employ the
Executive, and the Executive hereby accepts employment with the Company, in the
position set forth in Appendix I hereto and the Executive agrees to assume and
discharge such responsibilities, and perform such duties, as are commensurate
with such position; PROVIDED, HOWEVER, that, subject to Executive's right to
terminate for Good Reason , the Company or Polycom shall have the right to
revise such position, responsibilities and duties from time to time as the
Company may reasonably deem appropriate. The Executive shall (i) carry out his
duties and responsibilities hereunder faithfully, diligently and competently,
(ii) devote his full time and attention to the business and affairs of the
Company, (iii) use his best efforts, skills and abilities to promote the
Company's interests, and (iv) comply in all material respects with the written
operating policies and practices of the Company generally applicable to all
Company employees and as from time to time in effect during the term of this
Agreement.

         3.3 The Executive shall perform his duties hereunder at Andover,
Massachusetts or at a location that is mutually agreed by the Company and the
Executive.

         3.4 Executive shall maintain the confidentiality of all confidential
and proprietary information of the Company, and on or prior to the Closing, but
effective at the Closing, shall execute and deliver to Polycom its standard
Proprietary Information and Invention Agreement in the form attached hereto as
Appendix II (the "CONFIDENTIALITY AGREEMENT"). Such obligations shall survive
any termination of Executive's employment relationship or of this Agreement and
shall be in addition to, and not in substitution of, any agreements currently in
effect between Executive and the Company.

         4.0 COMPENSATION AND BENEFITS.

             4.1 The Company shall pay the Executive as compensation for his
services a base salary at the annualized rate set forth on Appendix I hereto
(the "Base Salary"). Such salary shall be subject to applicable tax withholding
and shall be paid periodically in accordance with the


                                      -2-


Company's standard payroll practices. Such annual compensation shall be reviewed
annually for increases (but not decrease) in the discretion of Management. In
conducting any such annual review, Management shall take into account any
increase in Executive's responsibilities, the performance of the Executive
and/or other pertinent factors. Following the Merger, Executive shall be
eligible to participate in Polycom's Senior Management Incentive Compensation
Plan ("SMICOM") at a level commensurate with his corporate rank.

             4.2 Executive will be entitled to receive such employee benefits as
are made available by the Company to its other employees and managers. Executive
shall be entitled, to the extent eligible under the terms of the applicable
plans, to participate in all pension and welfare plans, including any group
medical, dental, life insurance and disability insurance plans, or similar
benefit plans of the Company and/or Polycom that are made available to other
similarly situated employees. Participation in any such benefits and plans shall
be consistent with Executive's rate of compensation to the extent that
compensation is a determinative factor with respect to participation and/or
coverage under any such benefit or plan and Executive shall be credited for the
time the Executive has been an employee of PictureTel.

             4.3 The Company shall reimburse Executive for all reasonable
business expenses incurred and paid by Executive in the performance of services
hereunder in accordance with the Company's expense reimbursement policy as from
time to time in effect.

         5.0 COMPENSATION OTHER THAN SEVERANCE OR RETENTION PAYMENTS.

             5.1 In the event of Executive's death or a termination of
Executive's employment due to the Executive's Disability, no compensation or
payments will be made to the Executive other than those to which he is entitled
under the Company's existing benefit plans and policies at the time of such
termination and other than any compensation or payments accrued under this
Agreement up to the date of termination of his employment and unpaid at the date
of such termination.

             5.2 If Executive's employment shall be terminated for any reason,
the Company shall pay the Executive's full salary to the Executive through the
Date of Termination at the rate in effect at the time the Notice of Termination
is given, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of any compensation or benefit
plan, program, agreement or arrangement maintained by the Company prior to the
Date of Termination; provided that severance and retention benefits shall only
be payable to Executive during the term of this Agreement pursuant to Section
6.0 of this Agreement; and Executive expressly waives the right to receive any
severance benefits under all other plans, programs, arrangements and agreements
during the term of this Agreement, including, without limitation, the PictureTel
Key Employee Change in Control Severance Plan and PictureTel Severance Plan.

             5.3 If Executive's employment shall be terminated for any reason,
the Company shall also pay Executive's normal post-termination compensation and
benefits to Executive as such payments become due. Such post-termination
compensation and benefits shall be determined under, and paid in accordance
with, the Company's retirement, insurance and other compensation or benefit
plans, programs and arrangements; provided that severance and retention benefits
shall only be payable to Executive pursuant to Section 6.0 of this Agreement.


                                      -3-



         6.0 SEVERANCE AND RETENTION PAYMENTS.

             6.1 Subject to Executive's continued employment with the Company,
Polycom, or an affiliate thereof on such payment dates, the Company shall pay
Executive one-third of the Total Severance and Retention Payments within 15 days
following the Closing, an additional one-third of the Total Severance and
Retention Payments on the first anniversary of the Closing and the final
one-third of the Total Severance and Retention Payments on the second
anniversary of the Closing. However, in the event of Executive's termination of
employment, then subject to (i) Executive entering into a release of claims in
substantially the form attached hereto as Appendix III, and (ii) Executive not
breaching the Non-Compete and Non-Solicit covenants of Section 7.0 hereof and
Appendix VII hereto, the Company shall pay the Executive the unpaid balance of
the Total Severance and Retention Payments described in Section 6.2 (i.e., the
Total Severance and Retention Payments minus the amount of any Retention
Payments previously paid to Executive) upon the termination of the Executive's
employment during the term of this Agreement, in addition to the payments and
benefits described in Section 5.0 hereof, unless such termination is (i) by the
Company for Cause, (ii) by reason of death or Disability, or (iii) by the
Executive without Good Reason. No severance payments shall be payable pursuant
to the preceding sentence in the event of Executive's (i) termination of
employment for Cause, (ii) voluntary termination of employment other than for
Good Reason, (iii) termination of employment due to death or Disability, or (iv)
termination of employment following the second anniversary of the Closing. The
Executive's employment shall be deemed to have been terminated following a
Change in Control by the Company without Cause or by the Executive with Good
Reason if the Executive's employment is terminated prior to the Merger without
Cause at the express direction (or action which constitutes an express
direction) of Polycom. The severance payments, if any, payable under this
Section 6.1 will be paid in twenty-four substantially equal monthly installments
following a triggering Date of Termination.

             6.2 The Total Severance and Retention Payments shall be equal to
two (2) times the sum of (a) the higher of the Executive's annual base salary in
effect immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based or in effect immediately prior to the
Change in Control, and (b) the higher of the highest annual bonus paid to the
Executive in the three years preceding the year in which the Date of Termination
occurs or paid in the three years preceding the year in which the Change in
Control occurs (the "Total Severance and Retention Payments").

             6.3 In the event of Executive's termination of employment after the
second anniversary of the Closing and on or prior to the third anniversary of
the Closing, and subject to (i) Executive entering into a release of claims in
substantially the form attached hereto as Appendix III, and (ii) Executive not
breaching the Non-Compete and Non-Solicit covenants of Section 7.0 hereof and
Appendix IV hereto, the Company shall pay the Executive, in addition to the
payments and benefits described in Section 5.0 hereof, unless such termination
is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii)
by the Executive without Good Reason, the lesser of (i)


                                      -4-


50% of Annual On Target Earnings ("AOTE"), or (ii) AOTE pro-rated for the
remainder of the third year following the Closing. For purposes of this
Agreement, Annual On Target Earnings or AOTE means Executive's annual Base
Salary plus Executive's on-target annual payout under SMICOM as in effect on the
date of termination; PROVIDED HOWEVER, that for purposes of this section the
maximum annual SMICOM payout taken into account for purposes of calculating the
AOTE shall not exceed $50,000. Notwithstanding anything contained in this
Agreement, the Company shall have no obligation to Executive with respect to
notice, pay in lieu of notice or severance after the third anniversary of the
Closing Date.

             6.4 In the event severance payments are payable under section 6.1
hereof (but not in the event severance payments are payable under section 6.3
hereof), then for a twenty-four (24) month period after the Date of Termination,
the Company shall arrange to provide the Executive with medical and dental
insurance benefits substantially similar to those which the Executive is
receiving immediately prior to the Notice of Termination. Benefits otherwise
receivable by the Executive pursuant to this Section 6.4 shall be reduced to the
extent comparable benefits are actually received by or made available to the
Executive without cost during the twenty-four (24) month period following the
Executive's termination of employment (and any such benefits actually received
by the Executive shall be reported to the Company by the Executive). If the
benefits provided to the Executive under this Section 6.4 shall result in a
decrease, pursuant to Section 6.5, in the Severance and Retention Payments or
the severance payments otherwise payable pursuant to Section 6.3 and these
Section 6.4 benefits are thereafter reduced pursuant to the immediately
preceding sentence because of the receipt of comparable benefits, the Company
shall, at the time of such reduction, pay to the Executive the lesser of (a) the
amount of the decrease made in the Severance and Retention Payments or severance
payments pursuant to Section 6.5, or (b) the maximum amount which can be paid to
the Executive without being, or causing any other payment to be, nondeductible
by reason of section 280G of the Code.

             6.5 Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive' s
employment (whether or not received pursuant to the terms of this Agreement)
(all such payments and benefits, including but not limited to the Total
Severance and Retention Payments, being hereinafter called the "Total Payments")
would be subject in whole or in part to the Excise Tax, then the Total Severance
and Retention Payments shall be reduced to the extent, but only to the extent,
necessary so that no portion of the Total Payments is subject to the Excise Tax;
provided, that no such reduction shall be effected unless the net amount of the
Total Payments after such reduction in the Total Severance and Retention
Payments and after deduction of the net amount of federal, state and local
income taxes on such reduced Total Payments would be greater than the excess of
(a) the net amount of the Total Payments without such reduction in the Total
Severance and Retention Payments but after deduction of the net amount of
federal, state and local income taxes (other than the Excise Tax) on such
unreduced Total Payments, over (b) the Excise Tax to which the Total Payments
are subject. The determination as to whether a reduction in Severance Payments
is to be made under this Section 6.5 and, if so, the amount of any such
reduction shall be made by the Company's auditors or by such other firm of
certified public accountants, benefits consulting firm or legal counsel as the
Board may designate prior to the Change in Control.


                                      -5-


         The Company shall provide the executive with its calculations of the
amounts referred to in this Section 6.5 and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.

         7.0 NO CONFLICTING EMPLOYMENT; NON-SOLICITATION OF EMPLOYEES.

             7.1 During Executive's employment during the term of this
Agreement, Executive will not engage in any other employment, occupation,
consulting or other business activity directly or indirectly related to the
business in which the Polycom or PictureTel is now involved or becomes involved
during the term of this Agreement, nor will Executive engage in any other
activities that conflict with his obligations to Polycom or PictureTel.

             7.2 Executive further agrees that for a period of one (1) year
immediately following the termination of his employment relationship with the
Company for any reason, whether with or without Cause, Executive will not (i)
either directly or indirectly hire, solicit, induce, recruit or encourage any of
the Company's or Polycom's employees to leave their employment, or attempt to
solicit, induce, recruit, encourage any employees of the Company or Polycom to
leave their employment, either for himself or for any other person, firm,
corporation or other entity, or (ii) knowingly and intentionally interfere in
any manner with the contractual or employment relationship between the Company
or Polycom and any employee, supplier or customer of the Company or Polycom.

             7.3 Executive agrees to sign and deliver to Polycom the
Non-Competition Agreement attached hereto as Appendix IV on or prior to the
Closing, but effective as of the Closing.

         8.0 TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.

             8.1 NOTICE OF TERMINATION. After the signing of the Merger
Agreement and during the term of this Agreement, any purported termination of
the Executive's employment (other than by reason of death) shall be communicated
by written Notice of Termination from one party hereto to the other party hereto
in accordance with Section 11 hereof. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.

             8.2 DATE OF TERMINATION. "Date of Termination", with respect to any
purported termination of the Executive's employment after a Change in Control
during the term of this Agreement, shall mean:

                 (A) If the Executive's employment is terminated for Disability,
thirty (30) days after Notice of Termination is given (provided that the
Executive shall not have returned to the full-time performance of the
Executive's duties during such thirty (30) day period), and

                 (B) If the Executive's employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of a
termination by the Company,


                                      -6-


shall not be less than thirty (30) days (except in the case of a termination for
Cause, in which case the termination may be effective immediately) and, in the
case of a termination by the Executive, shall not be less than fifteen (15) days
nor more than sixty (60) days, respectively, from the date such Notice of
Termination is given).

         9.0 NO MITIGATION. The Company agrees that, if the Executive's
employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section
6.0. Further, the amount of any payment or benefit provided for in Section 6.0
(other than Section 6.4) shall not be reduced by any compensation earned by the
Executive as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Executive to
the Company, or otherwise.

         10.0 SUCCESSORS; BINDING AGREEMENT.

              10.1 In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as the Executive would be entitled to
hereunder if the Executive were to terminate his employment for Good Reason
after a Change in Control, except that, for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. In any event this agreement shall be binding
upon the Company and any successors or assignee.

              10.2 This Agreement shall inure to the benefit of and be
enforceable by Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive shall die while any amount would still be payable to Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of
Executive's estate.


                                      -7-


         11.0 NOTICES. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in hand or one day after sending
by Federal Express overnight delivery service, addressed to the respective
addresses set forth below, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon actual receipt:

                            To the Company:

                            PictureTel Corporation
                            100 Minuteman Road
                            Andover, Massachusetts 01810
                            Attention: General Counsel

                            cc:

                            Polycom, Inc.
                            1565 Barber Lane
                            Milpitas, CA  95035
                            Attention: Bill Paape

                            To the Executive:

                            Edward Semonite
                            5 Old Planters Rd.
                            Beverly, MA 01915

         12.0 MISCELLANEOUS. No provision of this Agreement may be modified or
waived unless such waiver or modification is agreed to in writing and signed by
the Executive and such officer as may be specifically designated by the Board.
No waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. The Amendment and Restatement of this Agreement (including the appendices
hereto) supersedes and replaces in its entirety the Executive Officer Change in
Control Agreement in effect prior to the parties hereto entering into this
Amended and Restated Agreement, subject to the reinstatement of the prior
agreement as provided in Section 2. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party or by Polycom which are not expressly set forth in
this Agreement (including the appendices hereto). The laws of the Commonwealth
of Massachusetts shall govern the validity, interpretation, construction and
performance of this Agreement and the Agreement shall be an instrument under
seal. All references to sections of the Exchange Act or the Code shall be deemed
also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law and any additional withholding to which the
Executive has agreed. The obligations of the Company and Executive under
Sections 5.0, 6.0, 7.0 and 15.0 and Appendices II, III and IV hereto shall
survive the expiration of the term of this Agreement.

         13.0 VALIDITY. The invalidity or unenforceability or any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. In
addition, if any provision of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction, then such provision shall be deemed modified
to the extent necessary to enable such provision to be valid and enforceable.


                                      -8-


         14.0 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         15.0 SETTLEMENT OF DISPUTES; ARBITRATION. All claims by Executive for
benefits under this Agreement shall be directed to the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon. The Board then shall afford a reasonable opportunity to Executive for a
review of the decision denying a claim and shall further allow Executive to
appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board that Executive's claim has been denied. Any further
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Boston, Massachusetts in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction;
provided, however, that Executive shall be entitled to seek specific performance
of Executive's right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement in such arbitration or by a proceeding in the federal court in Boston
or the Massachusetts state court in Essex County.

         16.0 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

                 (A) "Base Amount" shall have the meaning defined in section
280G(b)(3) of the Code.

                 (B) "Beneficial Owner" shall have the meaning defined in Rule
13d-3 under the Exchange Act.

                 (C) "Board" shall mean the Board of Directors of the Company.

                 (D) "Cause" for termination by the Company of Executive's
employment, after any Change in Control, shall mean:

                      (i) the willful and continued failure by Executive to
substantially perform Executive's duties with the Company (other than any such
failure resulting from Executive's incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a Notice of
Termination for Good Reason by Executive pursuant to Section 8.1) after a
written demand for substantial performance is delivered to Executive by the
Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed Executive's duties,
or

                      (ii) the willful engaging by Executive in conduct which is
demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise.

For purposes of clauses (i) and (ii) of this definition, no act, or failure to
act, on Executive's part shall be deemed "Willful" unless done, or omitted to be
done, by Executive not in good faith and


                                      -9-


without reasonable belief that the Executive's act, or failure to act, was in
the best interest of the Company.

                  (E) A "Change in Control", shall be deemed to have occurred if
the conditions set forth in any one of the following paragraphs shall have been
satisfied:

                      (i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing twenty-five
(25) percent or more of the combined voting power of the Company's then
outstanding securities; or

                      (ii) during any period of not more than two consecutive
years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board and any new
director (other than a director designated by a Person who has entered into an
agreement with the Company to effect a transaction described in clause (i), (ii)
or (iii) of this Section 16(E)) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
or

                      (iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (a) 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) sixty (60) percent or more of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person acquires twenty-five (25) percent or more of the combined
voting power of the Company's then outstanding securities; or

                      (iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets.

                  (F) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                  (G) "Company" shall mean PictureTel Corporation and any
successor to its business and/or assets which assumes and agrees to perform this
Agreement by operation of law, or otherwise (except in determining, under
Section 16(E) hereof, whether or not any Change in Control of the Company has
occurred in connection with such succession).

                  (H) "Date of Termination" shall have the meaning stated in
Section 8.2 hereof.

                  (I) "Disability" shall be deemed the reason for the
termination by the Company of the Executive's employment, if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive shall
have been absent from the full-time performance of the


                                      -10-


Executive's duties with the Company for a period of three (3) consecutive
months, the Company shall have given the Executive a Notice of Termination for
Disability, and, within thirty (30) days after such Notice of Termination is
given, the Executive shall not have returned to the full-time performance of the
Executive's duties.

                  (J) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.

                  (K) "Excise Tax" shall mean any excise tax imposed under
section 4999 of the Code.

                  (L) "Executive" shall mean the individual named in the first
paragraph of this Agreement.

                  (M) "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one of the following acts by the Company, or
failures by the Company to act, unless, (a) in the case of any act or failure to
act described in paragraph (i), (ii), (iii), (iv), (v), (vi), or (vii), below,
such act or failure to act is corrected prior to the Date of Termination
specified in the Notice of Termination given in respect thereof, or (b) such
termination occurs more than 90 days after one of the following acts by the
Company or failure by the Company to act:

                      (i) the assignment to the Executive of any duties
inconsistent with the Executive's status as a senior executive officer of the
Company or a substantial adverse alteration in the nature or status of the
Executive's responsibilities from those in effect immediately prior to the
Change in Control; provided, however that Executive's continuing position as
Executive Vice President following the signing of the Merger Agreement and
Executive's position as Vice President, Business Unit Strategic Marketing on
and after the Closing, and the assignment of duties consistent with such
positions shall not constitute Good Reason or a substantial adverse
alteration in the nature or status of the Executive's responsibilities from
those in effect prior to the Change in Control; provided, further that,
following the Merger, Executive may be re-assigned to another position in the
Company or Polycom of approximately commensurate grade and status and that
such re-assignment, or the attendant duties assigned thereto, shall not
constitute Good Reason;

                      (ii) a reduction by the Company in the Executive's annual
base salary as in effect on the date hereof or as the same may be increased from
time to time;

                      (iii) the relocation of the Company's principal executive
offices to a location more than thirty (30) miles) from the location of such
offices immediately prior to the Change in Control or the Company's requiring
the Executive to be based anywhere other than the Company's principal executive
offices, except for required travel on the Company's business to an extent
substantially consistent with the Executive's present business travel
obligations;

                      (iv) the failure by the Company, without the Executive's
consent, to pay to the Executive any portion of the Executive's current
compensation, or to pay to the


                                      -11-


Executive any portion of an installment of deferred compensation under any
deferred compensation program of the Company, within seven (7) days of the date
such compensation is due;

                      (v) the failure by the Company to continue to provide the
Executive with benefits substantially similar in the aggregate to those enjoyed
by the Executive under any of the Company's pension, life insurance, medical,
health and accident, or disability plans in which the Executive was
participating at the time of the Change in Control, the taking of any action by
the Company which would directly or indirectly materially reduce the aggregate
value of such benefits, or the failure by the Company to provide the Executive
with the number of paid vacation days to which the Executive is entitled on the
basis of years of service with the Company in accordance with the Company's
normal vacation policy in effect at the time of the Change in Control; or

                      (vi) any purported termination of the Executive's
employment that is not effected pursuant to a Notice of Termination satisfying
the requirements of Section 8.1; for purposes of this Agreement, no such
purported termination shall be effective.

The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness. Except with respect to the 90 day window period referred to above in
the first paragraph of this section, the Executive's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.

                  (N) "Notice of Termination" shall have the meaning stated in
Section 7.1 hereof.

                  (O) "Person" shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
however, a Person shall not include:

                      (i) the Company,

                      (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company, or

                      (iii) a Corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                      (iv) "Potential Change in Control," shall be deemed to
have occurred upon the signing of the Merger Agreement by the parties thereto.

                  (P) "Total Payments" shall mean those payments described in
Section 6.5 hereof.


                                      -12-


                                 PictureTel Corporation



                                 By     /s/ Norman E. Gaut
                                        ---------------------------------------
                                 Name:  Norman E. Gaut
                                 Title: Chairman of the Board of Directors,
                                        President and Chief Executive Officer


                                 /s/ Edward Semonite
                                 ----------------------------------------------
                                 Edward Semonite


                                      -13-



                                   APPENDIX I



Position (as set forth in Section 3.2) is: Vice President, Business Unit
Strategic Marketing.

Base Salary (as set forth in Section 4.1) is: $220,000.00



                                      -1-



                                   APPENDIX II

             Form of Proprietary Information and Invention Agreement

                             PROPRIETARY INFORMATION
                             AND INVENTION AGREEMENT


         The following confirms an agreement between me and Polycom, Inc., a
Delaware corporation (the "Company"), which is a material part of the
consideration for my employment by the Company:

         A.       I understand that the Company possesses Proprietary
                  Information which is important to its business. For purposes
                  of this Agreement, "Proprietary Information" is information
                  that was developed, created, or discovered by the Company, or
                  which became known by or was conveyed to the Company and is
                  not in the public domain, which has commercial value in the
                  Company's business. "Proprietary Information" includes, but is
                  not limited to, trade secrets, copyrights, ideas, techniques,
                  know-how, inventions (whether patentable or not), and/or any
                  other information of any type relating to designs,
                  configurations, toolings, documentation, recorded data,
                  schematics, source code, object code, master works, master
                  databases, algorithms, flow charts, formulae, works of
                  authorship, mechanisms, research, manufacture, improvements,
                  assembly, installation, marketing, forecasts, pricing,
                  customers, the salaries, duties, qualifications, performance
                  levels, and terms of compensation of other employees, and/or
                  cost or other financial data concerning any of the foregoing
                  or the Company and its operations generally. I understand that
                  my employment creates a relationship of confidence and trust
                  between me and the Company with respect to Proprietary
                  Information.

         B.       I understand that the Company possesses "Company Documents"
                  which are important to its business. For purposes of this
                  Agreement, "Company Documents" are documents or other media
                  that contain Proprietary Information or any other confidential
                  information concerning the business, operations or plans of
                  the Company, whether such documents have been prepared by me
                  or by others. "Company Documents" include, but are not limited
                  to, blueprints, drawings, photographs, charts, organization
                  charts, graphs, notebooks, customer lists, computer disks,
                  tapes or printouts, sound recordings and other printed,
                  typewritten or handwritten documents.

         C.       In consideration of my employment by the Company and the
                  compensation received by me from the Company from time to
                  time, I hereby agree as follows:

                  1.       All Proprietary Information and all patents,
                           copyrights and other rights in connection therewith
                           shall be the sole property of the Company. I hereby
                           assign to the Company any rights I may have or
                           acquire in such Proprietary Information. At all
                           times, both during my employment by the


                                      -1-


                           Company and after its termination, I will keep in
                           confidence and trust and will not use or disclose any
                           Proprietary Information without the prior written
                           consent of an officer of the Company, except as may
                           be necessary in the ordinary course of performing my
                           duties to the Company. Nothing contained herein will
                           prohibit an employee from disclosing to anyone the
                           amount of his or her wages.

                  2.       All Company Documents shall be the sole property of
                           the Company. I agree that during my employment by the
                           Company, I will not remove any Company Documents from
                           the business premises of the Company or deliver any
                           Company Documents to any person or entity outside the
                           Company, except as I am required to do in connection
                           with performing the duties of my employment. I
                           further agree that, immediately upon the termination
                           of my employment by me or by the Company for any
                           reason, or during my employment if so requested by
                           the Company, I will return all Company Documents,
                           apparatus, equipment and other physical property, or
                           any reproduction of such property, excepting only (i)
                           my personal copies of records relating to my
                           compensation; (ii) my personal copies of any
                           materials previously distributed generally to
                           stockholders of the Company; and (iii) my copy of
                           this Agreement, and further excepting any Company
                           Document that may be relevant to any litigation that
                           may arise between me and the Company in connection
                           with my employment or the termination of my
                           employment with the Company.

                  3.       I will promptly disclose in writing to my immediate
                           supervisor, with a copy to the President of the
                           Company, or to any persons designated in writing by
                           the Company, all "Inventions," which includes all
                           improvements, inventions, works of authorship, mask
                           works, computer programs, formulas, ideas, processes,
                           techniques, know-how and data, whether or not
                           patentable, made or conceived or reduced to practice
                           or developed by me, either alone or jointly with
                           others, during the term and in the course of my
                           employment. I will also disclose to the President of
                           the Company all things that would be Inventions if
                           made during the term of my employment, conceived,
                           reduced to practice, or developed by me within six
                           (6) months of the termination of my employment with
                           the Company. Such disclosures shall be received by
                           the Company in confidence and do not extend the
                           assignment made in Section 4 below. I will not
                           disclose Inventions to any person outside the Company
                           unless I am requested to do so by management
                           personnel of the Company.

                  4.       I agree that all Inventions which I make, conceive,
                           reduce to practice or develop (in whole or in part,
                           either alone or jointly with others) during my
                           employment shall be the sole property of the Company
                           to the maximum extent permitted by applicable
                           California law and hereby assign such


                                      -2-


                           Inventions and all rights therein to the Company. I
                           agree to assign to the Company all patents,
                           copyrights and other intellectual property or other
                           rights in connection with such Inventions that are
                           the property of the Company.

                  5.       I agree to perform, during and after my employment,
                           all acts deemed necessary or desirable by the Company
                           to permit and assist it, at the Company's expense, in
                           obtaining, maintaining, defending and enforcing
                           patents, copyrights or other rights in such
                           Inventions and improvements in any and all countries.
                           Such acts may include, but are not limited to,
                           execution of documents and assistance or cooperation
                           in legal proceedings. I hereby irrevocably designate
                           and appoint the Company and its duly authorized
                           officers and agents, as my agents and
                           attorneys-in-fact to act for and in my behalf and
                           instead of me, to execute and file any documents and
                           to do all other lawfully permitted acts to further
                           the above purposes with the same legal force and
                           effect as if executed by me.

                  6.       I have attached hereto a complete list of all
                           Inventions to which I claim ownership and that I
                           desire to remove from the operation of this
                           Agreement, and I acknowledge and agree that such list
                           is complete. If no such list is attached to this
                           Agreement, I represent that I have no such Inventions
                           at the time of signing this Agreement.

                  7.       During the term of my employment and for one (1) year
                           thereafter, I will not encourage or solicit any
                           employee of the Company to leave the Company for any
                           reason. However, this obligation shall not affect any
                           responsibility I may have as an employee of the
                           Company with respect to the bona fide hiring and
                           firing of Company personnel.

                  8.       I agree that during my employment with the Company I
                           will not engage in any employment, business, or
                           activity that is in any way competitive with the
                           business of the Company, and I will not materially
                           assist any other person or organization in competing
                           with the Company or in preparing to engage in
                           competition with the business of the Company. The
                           provisions of this paragraph shall apply both during
                           normal working hours and at all other times
                           including, but not limited to, nights, weekends and
                           vacation time, while I am employed by the Company.

                  9.       I represent that my performance of all the terms of
                           this Agreement will not breach any agreement to keep
                           in confidence proprietary information acquired by me
                           in confidence or in trust prior to my employment by
                           the Company. I have not entered into, and I agree I
                           will not enter into, any agreement either written or
                           oral in conflict herewith or in conflict with my
                           employment with the Company.


                                      -3-


         D.       I agree that this Agreement does not purport to set forth all
                  of the terms and conditions of my employment, and that as an
                  employee of the Company I have obligations to the Company
                  unrelated to the subject matter hereof which are not set forth
                  in this Agreement.

         E.       I agree that my obligations under paragraphs C(1) through C(5)
                  of this Agreement shall continue in effect during my
                  employment and for a period of two (2) years thereafter,
                  regardless of the reason or reasons for termination, and
                  whether such termination is voluntary or involuntary on my
                  part, and that the Company is entitled to communicate my
                  obligations under this Agreement to any future employer or
                  potential employer of mine.

         F.       I agree that any dispute in the meaning, effect or validity of
                  this Agreement shall be resolved in accordance with the laws
                  of the State of California without regard to the conflict of
                  laws provisions thereof. I further agree that if one or more
                  provisions of this Agreement are held to be unenforceable
                  under applicable California law, such provision(s) shall be
                  excluded from this Agreement and the balance of the Agreement
                  shall be interpreted as if such provision were so excluded and
                  shall be enforceable in accordance with its terms.

         G.       This Agreement shall be effective as of the date I execute
                  this Agreement and shall be binding upon me, my heirs,
                  executors, assigns, and administrators and shall inure to the
                  benefit of the Company, its subsidiaries, successors and
                  assigns.

         H.       This Agreement can only be modified by a subsequent written
                  agreement executed by me and the President of the Company.

         I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. EXCEPT FOR THE
AGREEMENTS CONTAINED IN THE EMPLOYMENT AGREEMENT TO WHICH THIS AGREEMENT IS A
SCHEDULE, NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO
SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.



- -----------------  --------------------------  --------------------------------
     DATE                   PRINT NAME                    SIGNATURE

Accepted and Agreed to:
Polycom, Inc.


By:
    -----------------------------------------


                                      -4-



                                    EXHIBIT A

1.       The following is a complete list of all inventions or improvements
         relevant to the subject matter of my employment by Polycom, Inc. (the
         "Company") that have been made or conceived or first reduced to
         practice by me alone or jointly with others prior to my employment by
         the Company that I desire to remove from the operation of the Company's
         Proprietary Information and Inventions Agreement.

           |_| No inventions or improvements.

           |_| See below

           |_| Additional sheets attached.



2.       I propose to bring to my employment the following materials and
         documents of a former employer:

           |_| No materials or documents.

           |_| See below:




- --------------------            -----------------------------------------------
       DATE                                       SIGNATURE





                                  APPENDIX III


                        SETTLEMENT AGREEMENT AND RELEASE



         This Settlement Agreement and Release ("Agreement") is made by and
between Polycom, Inc. (the "Company"), and Edward Semonite ("Employee").

         WHEREAS, Pursuant to the Agreement and Plan of Merger (the "Merger")
between the Company and PictureTel Corporation ("PictureTel"), the Company has
agreed to assume and to perform in the same manner and to the same extent as
PictureTel would have been required to perform had the Merger not been
consummated, the amended and restated Executive Change in Control Agreement
effective immediately prior to the execution of the Merger Agreement;

         NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as "the Parties") hereby agree as
follows:

         1. TERMINATION. Employee's employment from the Company terminated on
________________.

         2. CONSIDERATION. The Company agrees to pay Employee the Severance
Payments described in such Employee's amended and restated Executive Change in
Control Agreement, pursuant to the terms and conditions of such Executive Change
in Control Agreement.

         3. NO OTHER SEVERANCE PAYABLE. Employee acknowledges that he shall only
be entitled to the Severance Payments in such Employee's amended and restated
Executive Change in Control Agreement. Employee waives any and all other
severance payments in any other agreements entered into between the Employee and
PictureTel, any predecessor corporation thereto, or the Company.

         4. CONFIDENTIAL INFORMATION. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company. Employee shall
return all the Company property and confidential and proprietary information in
his possession to the Company on the Effective Date of this Agreement.

         5. PAYMENT OF SALARY. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee.

         6. RELEASE OF CLAIMS. Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Employee by
the Company. Employee, on behalf of himself, and his respective heirs, family
members, executors and assigns, hereby fully and forever releases the Company
and its past, present and future officers, agents, directors, employees,
investors, shareholders, administrators, affiliates, divisions, subsidiaries,
parents, predecessor and successor corporations, and assigns, from, and agrees
not to sue or otherwise institute or cause to be instituted any legal or
administrative proceedings concerning any claim, duty, obligation or cause of


                                      -1-


action relating to any matters of any kind, whether presently known or unknown,
suspected or unsuspected, that he may possess arising from any omissions, acts
or facts that have occurred up until and including the Effective Date of this
Agreement including, without limitation,

             (a) any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship;

             (b) any and all claims relating to, or arising from, Employee's
right to purchase, or actual purchase of shares of stock of the Company,
including, without limitation, any claims for fraud, misrepresentation, breach
of fiduciary duty, breach of duty under applicable state corporate law, and
securities fraud under any state or federal law;

             (c) any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and fair dealing,
both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment; and
conversion;

             (d) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974, The Worker
Adjustment and Retraining Notification Act, the California Fair Employment and
Housing Act, and Labor Code section 201, ET SEQ. and section 970, ET SEQ. and
all amendments to each such Act as well as the regulations issued thereunder;

             (e) any and all claims for violation of the federal, or any state,
constitution;

             (f) any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination; and

             (g) any and all claims for attorneys' fees and costs.

Employee agrees that the release set forth in this section shall be and remain
in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations incurred under this
Agreement or severance payments and benefits due to Employee pursuant to the
Amended and Restated Change in Control Agreement entered into by and between the
Company and PictureTel, and assumed by Polycom. Employee acknowledges and agrees
that any breach of this paragraph shall constitute a material breach of the
Agreement and in the case of a breach by Employee, shall entitle the Company
immediately to recover the monetary consideration discussed in paragraph 2
above. Employee shall also be responsible to the Company for all costs,


                                      -2-


attorneys' fees and any and all damages incurred by the Company (a) enforcing
the obligation, including the bringing of any suit to recover the monetary
consideration, and (b) defending against a claim or suit brought or pursued by
Employee in violation of this provision.

         7. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Employee acknowledges
that he/she is waiving and releasing any rights he/she may have under the Age
Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and
release is knowing and voluntary. Employee and the Company agree that this
waiver and release does not apply to any rights or claims that may arise under
the ADEA after the Effective Date of this Agreement. Employee acknowledges that
the consideration given for this waiver and release Agreement is in addition to
anything of value to which Employee was already entitled. Employee further
acknowledges that he/she has been advised by this writing that (a) he/she should
consult with an attorney PRIOR to executing this Agreement; (b) he/she has
twenty-one (21) days within which to consider this Agreement; (c) he/she has
seven (7) days following the execution of this Agreement by the parties to
revoke the Agreement; and (d) this Agreement shall not be effective until the
revocation period has expired. Any revocation should be in writing and delivered
to the Chief Financial Officer at Polycom, Inc. by close of business on the
seventh day from the date that Employee signs this Agreement.

         8. CIVIL CODE SECTION 1542. Employee represents that he is not aware of
any claims against the Company other than the claims that are released by this
Agreement. Employee acknowledges that he has been advised by legal counsel and
is familiar with the provisions of California Civil Code Section 1542, which
provides as follows:

          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
          DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
          EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
          MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         Employee, being aware of said code section, agrees to expressly waive
any rights he may have thereunder, as well as under any other statute or common
law principles of similar effect.

         9. NO PENDING OR FUTURE LAWSUITS. Employee represents that he has no
lawsuits, claims, or actions pending in his name, or on behalf of any other
person or entity, against the Company or any other person or entity referred to
herein. Employee also represents that he does not intend to bring any claims on
his own behalf or on behalf of any other person or entity against the Company or
any other person or entity referred to herein.

         10. APPLICATION FOR EMPLOYMENT. Employee understands and agrees that,
as a condition of this Agreement, he shall not be entitled to any employment
with the Company, its subsidiaries, or any successor, and he hereby waives any
right, or alleged right, of employment or re-employment with the Company.
Employee further agrees that he will not apply for employment with the


                                      -3-


Company, its subsidiaries, its parents, or related companies, or any successor
and will not apply to work as an independent contractor for the Company, its
parents, its subsidiaries or any successor.

         11. CONFIDENTIALITY. Employee agrees to use his best efforts to
maintain in confidence the existence of this Agreement, the contents and terms
of this Agreement, and the consideration for this Agreement (hereinafter
collectively referred to as "Settlement Information"). Employee agrees to take
every reasonable precaution to prevent disclosure of any Settlement Information
to third parties, and agrees that there will be no publicity, directly or
indirectly, concerning any Settlement Information. Employee agrees to take every
precaution to disclose Settlement Information only to those attorneys,
accountants, governmental entities, and family members who have a reasonable
need to know of such Settlement Information.

         12. NO COOPERATION. Employee agrees he will not act in any manner that
might damage the business of the Company. Employee agrees that he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so.

         13. NON-DISPARAGEMENT. Employee agrees to refrain from any defamation,
libel or slander of the Company and its respective officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns or tortious
interference with the contracts and relationships of the Company and its
respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns.

         14. NO ADMISSION OF LIABILITY. No action taken by the Company, either
previously or in connection with this Agreement shall be deemed or construed to
be (a) an admission of the truth or falsity of any claims heretofore made or (b)
an acknowledgment or admission by the Company of any fault or liability
whatsoever to the Employee or to any third party.

         15. COSTS. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.

         16. ARBITRATION. To the extent permitted by law, the Parties agree that
any and all disputes arising out of the terms of this Agreement, their
interpretation, and any of the matters herein released, including any potential
claims of harassment, discrimination or wrongful termination shall be subject to
binding arbitration, to the extent permitted by law, in Boston, Massachusetts,
before the American Arbitration Association under its National Rules for the
Resolution of Employment Disputes. Employee agrees and hereby waives his right
to jury trial as to matters arising out of the terms of this Agreement and any
matters herein released to the extent permitted by law. The Parties agree that
the prevailing party in any arbitration shall be entitled to injunctive relief
in any court of competent jurisdiction to enforce the arbitration award.


                                      -4-


         17. AUTHORITY. Employee represents and warrants that he has the
capacity to act on his own behalf and on behalf of all who might claim through
him to bind them to the terms and conditions of this Agreement.

         18. NO REPRESENTATIONS. Employee represents that he has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.

         19. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

         20. ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement
represent the entire agreement and understanding between the Company and
Employee concerning Employee's separation from the Company, and supersede and
replace any and all prior agreements and understandings concerning the subject
matter of this Agreement.

         21. NO ORAL MODIFICATION. This Agreement may only be amended in writing
signed by Employee and the President of the Company.

         22. GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules, of the State of California.

         23. EFFECTIVE DATE. This Agreement is effective eight days after it has
been signed by both Parties.

         24. COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

         25. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto, with the full intent of releasing all claims. The Parties
acknowledge that:

             (a) They have read this Agreement;

             (b) They have been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of their own choice or that they
have voluntarily declined to seek such counsel;

             (c) They understand the terms and consequences of this Agreement
and of the releases it contains;

             (d) They are fully aware of the legal and binding effect of this
Agreement.


                                       -5-



         IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.

                                            POLYCOM, INC.



Dated:                   , 200              By
        ---------------       ---              --------------------------------



                                            Edward Semonite, an individual



Dated:                   , 200
        ---------------       ---           -----------------------------------





                                       -6-



                                   APPENDIX IV

                            NON-COMPETITION AGREEMENT

         THIS NON-COMPETITION AGREEMENT (the "AGREEMENT") is made as of the
Effective Date (as defined below) by and between Polycom, Inc., a Delaware
corporation ("PARENT"), PictureTel Corporation, an Delaware corporation
("PictureTel") (Parent and PictureTel are sometimes collectively referred to
herein as the "COMPANY"), and the undersigned individual ("EMPLOYEE").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Reorganization Agreement (as defined below).

         BACKGROUND

Parent, PictureTel and Pharaoh Acquisition Corporation, a wholly-owned
subsidiary of Parent ("SUB") have entered into an Agreement and Plan of Merger
and Reorganization dated as of May 24, 2001 (the "REORGANIZATION AGREEMENT"),
whereby Sub will merge with and into PictureTel (the "MERGER"). The Effective
Time of the Merger shall be the "EFFECTIVE DATE" of this Agreement.

Parent and Employee acknowledge that it would be seriously detrimental to the
Company if Employee would compete with the Company following the Merger.

In connection with the Merger, to preserve the value of the business being
acquired by Parent, the Reorganization Agreement contemplates, among other
things, that Employee enter into this Agreement and that this Agreement become
effective upon the closing of the Merger.

PictureTel is currently engaged or planning to engage in its business in each of
the fifty (50) states of the United States and internationally. Parent,
following the Merger, will continue conducting such business in all parts of the
United States and internationally.

         NOW THEREFORE, in consideration of the mutual promises made herein,
Parent, PictureTel and Employee (collectively referred to as the "PARTIES")
hereby agree as follows:

         1.0 COVENANT NOT TO COMPETE OR SOLICIT.

             1.1 For the term of Employee's employment with the Company and a
period of twelve (12) months following the cessation of his employment with the
Company (the "NON-COMPETE PERIOD"), Employee shall not directly or indirectly,
without the prior written consent of Parent:

                      (A) engage anywhere in the Restricted Territory in
(whether as an employee, agent, consultant, advisor, independent contractor,
proprietor, partner, officer, director or otherwise), or have any ownership
interest in (except for ownership of one percent (1%) or less of any entity
whose securities have been registered under Section 12 of the Securities
Exchange Act of 1934, as amended, or similar laws in other jurisdictions), or
participate in the financing, operation, management or control of, any firm,
partnership, corporation, entity or business that engages or participates in a
"Competing Business Purpose"; or


                                      -1-


                      (B) interfere with the business or contractual
relationship between the Company and any supplier or customer of the Company.

         The term "Competing Business Purpose" shall mean the below business
activities that Employee engaged in while employed with the Company and that are
in competition with Polycom products existing or planned on the date of
termination and are directly related to the design, engineering, manufacture,
sale or distribution of competing equipment, including voice and video
communications gateways, bridges, group or desktop endpoints and any software
specifically used in the management of such equipment.

         The term Restricted Territory shall mean each and every country,
province, state, city or other political subdivision of the world in which the
Employee carried on the business of the Company.

             1.2 During the Non-Compete Period, Employee shall not, directly or
indirectly, without the prior written consent of Parent, (i) solicit, encourage,
hire or induce any employee or consultant of the Company to terminate his or her
employment or consulting relationship with the Company or (ii) interfere in any
manner with the contractual or employment relationship between the Company and
any employee of the Company.

             1.3 The covenants contained in the preceding paragraphs shall be
construed as a series of separate covenants, one for each country, province,
state, city or other political subdivision of the world in which the Company is
currently engaged or during the term of this Agreement engages in business or
otherwise sells its products. Except for geographic coverage, each such separate
covenant shall be identical in terms to the covenant contained in the preceding
paragraphs. If, in any judicial or arbitral proceeding, a court refuses to
enforce any of such separate covenants (or any part thereof), then such
unenforceable covenant (or such part) shall be eliminated from this Agreement to
the extent necessary to permit the remaining separate covenants (or portions
thereof) to be enforced. In the event that the provisions of this Section 1 are
deemed to exceed the time, geographic or scope limitations permitted by
applicable law, then such provisions shall be reformed to the maximum time,
geographic or scope limitations, as the case may be, permitted by applicable
laws.

             1.4 Employee acknowledges that (i) the goodwill associated with the
existing business, customers and assets of PictureTel prior to the Merger is an
integral component of the value of PictureTel to Parent and is reflected in the
consideration to be received by Employee as a shareholder and (ii) Employee's
agreement as set forth herein is necessary to preserve the value of PictureTel
for Parent following the Merger. Employee also acknowledges that the limitations
of time, geography and scope of activity agreed to in this Agreement are
reasonable because, among other things, (i) PictureTel and Parent are engaged in
a highly competitive industry and (ii) Employee has unique access to, and will
continue to have access to, the trade secrets and know-how of the Company,
including without limitation the plans and strategy of the Company.


                                      -2-


             1.5 The parties agree that it would be impossible or inadequate to
measure and calculate the Company's damages from any breach of the covenants set
forth in this Agreement. Accordingly, Employee agrees that if he breaches any
provision of this Agreement, the Company will have available, in addition to any
other right or remedy otherwise available, the right to obtain an injunction
from a court of competent jurisdiction restraining such breach or threatened
breach and to specific performance of any such provision of this Agreement and
to arbitration of the Agreement. The parties further agree that no damages be
required for such equitable relief. Each party hereby expressly consents to the
issuance of such injunctive relief, whether in the form of a temporary
restraining order or otherwise, and to the ordering of such specific performance
upon the other party satisfying all criteria necessary to obtain such injunctive
relief or specific performance.

         2.0 CONFLICTING OBLIGATIONS. Employee certifies that Employee has no
outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, or that would preclude Employee from complying
with the provisions hereof, and further certifies that Employee will not enter
into any such conflicting agreement during the term of this Agreement.

         3.0 RETURNING COMPANY DOCUMENTS. Employee agrees that, at the time of
leaving the employ of the Company, Employee will deliver to the Company (and
will not keep in Employee's possession, recreate or deliver to anyone else) any
and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment other documents or property, or reproductions of any aforementioned
items developed by the Employee pursuant to Employee's employment with the
Company or otherwise belonging to the Company, its successors or assigns.

         4.0 NOTIFICATION OF NEW EMPLOYER. In the event that Employee leaves the
employ of the Company, Employee hereby grants consent to notification by the
Company to Employee's new employer about Employee's obligations under this
Agreement.

         5.0 ARBITRATION. Employee agrees that, except as provided in Section
1(e) above, any dispute or controversy arising out of, relating to, or in
connection with this Agreement, or the interpretation, validity, construction,
performance, breach or termination thereof, shall be decided by arbitration by
the American Arbitration Association (the "Association") in accordance with the
rules and regulations of the Association.

         The parties shall, within 30 days of the date of demand by either party
for arbitration, mutually select one independent, qualified arbitrator. Each
party reserves the right to object to any individual arbitrator who shall be
employed by or affiliated with a competing organization. In the event objection
is made, the Association shall resolve any dispute regarding the propriety of an
individual arbitrator acting in that capacity. Company shall bear the expenses
of the arbitrator. Hearings in the proceeding shall commence within 120 days of
the selection of the arbitrator.


                                      -3-


         Arbitration shall take place in Boston, Massachusetts. At the request
of either party, arbitration proceedings will be conducted confidentially; in
such case all documents, testimony and records shall be received, heard and
maintained by the arbitrators in confidence under seal, available for the
inspection only by the Association, the parties and their respective attorneys
and their respective experts who shall agree in advance and in writing to
receive all such information confidentially and to maintain such information in
confidence. The arbitrator shall be able to decree any and all relief of an
equitable and legal nature, including but not limited to such relief as a
temporary restraining order, a temporary and/or a permanent injunction, and
shall also be able to award damages, with or without an accounting and costs.

         Reasonable notice of the time and place of arbitration shall be given
to all persons, other than the parties, as shall be required by law, in which
case such persons or those authorized representatives shall have the right to
attend and/or participate in all the arbitration hearings in such manner as the
law shall require.

         EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION 6, WHICH DISCUSSES
ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE
AGREES, EXCEPT AS SET FORTH IN SECTION 1(e) ABOVE, TO SUBMIT ANY CLAIMS ARISING
OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE
INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO A BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A
WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL
DISPUTES RELATING TO THIS AGREEMENT.

         6.0 MISCELLANEOUS.

             6.1 SEVERABILITY. If any portion of this Agreement is held by a
court of competent jurisdiction to conflict with any federal, state or local
law, such portion of this Agreement shall be of no force or effect and this
Agreement shall otherwise remain in full force and effect and be construed as if
such portion had not been included in this Agreement.

             6.2 NO ASSIGNMENT. Employee shall not assign this Agreement or any
rights or obligations under this Agreement without the prior written consent of
Parent and PictureTel.

             6.3 NOTICE. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):


                                      -4-


                      (A)     if to Parent, to:

                              Polycom, Inc.
                              1565 Barber Lane
                              Milpitas, CA  95035
                              Attention:  Bill Paape
                              Telephone No.: (408) 526-9000
                              Facsimile No.: (408)526-9100

                              with a copy to:

                              Wilson Sonsini Goodrich & Rosati
                              650 Page Mill Road
                              Palo Alto, California 94304-1050
                              Attention: Mark A. Bertelsen, Esq.
                              Telephone No.: (650) 493-9300
                              Facsimile No.: (650) 493-6811

                              if to Employee to:
                              Edward Semonite
                              5 Old Planters Rd.
                              Beverly, MA 01915

                              -----------------------------------

                              -----------------------------------

                              Telephone No.:
                                            ---------------------

                              Facsimile No.:
                                            ---------------------

                              with a copy to:

                              -----------------------------------

                              -----------------------------------

                              -----------------------------------

                              -----------------------------------

                              -----------------------------------

                              Attention:
                                        -------------------------

                              Telephone No.:
                                            ---------------------

                              Facsimile No.:
                                            ---------------------

             6.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement
and understanding of the parties and supersedes all prior discussions,
agreements and understandings


                                      -5-


relating to the subject matter of this Agreement. This Agreement may not be
changed or modified, except by an agreement in writing executed by Parent and
Employee.

             6.5 WAIVER OF BREACH. The waiver of a breach of any term or
provision of this Agreement, which must be in writing, shall not operate as or
be construed to be a waiver of any other previous or subsequent breach of this
Agreement.

             6.6 GOVERNING LAW. This Agreement shall be governed, construed and
enforced by the internal laws of the State of Massachusetts without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Massachusetts or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Massachusetts. Employee
hereby consents to the personal jurisdiction of the state and federal courts
located in the State of Massachusetts for any action or proceeding arising from
or relating to this Agreement or relating to any arbitration in which the
parties are participants.

             6.7 HEADINGS. All captions and section headings used in this
Agreement are for convenient reference only and do not form a part of this
Agreement.

             6.8 COUNTERPARTS. This Agreement may be executed in counterparts,
and each counterpart shall have the same force and effect as an original and
shall constitute an effective, binding agreement on the part of each of the
undersigned.

             6.9 ATTORNEYS FEES. In the event of any action under this
Agreement, each party shall bear their respective expenses.


                                      -6-



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

POLYCOM, INC.                               EMPLOYEE


By:
   ----------------------------------       -----------------------------------
   Name:
   Title:
                                            -----------------------------------
                                                       (Print Name)

PICTURETEL CORPORATION


By:
   ----------------------------------
   Name:
   Title:





                 [SIGNATURE PAGE TO NON-COMPETITION AGREEMENT]


                                      -7-

EX-99.13

                                                               Exhibit 99.13


                              AMENDED AND RESTATED

                  EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT

         THIS AMENDED AND RESTATED AGREEMENT (the "Agreement") dated and
effective May 24, 2001 is made by and between PictureTel Corporation, a Delaware
Corporation, (the "Company") and Dalton Edgecomb ("Executive").

         WHEREAS, the Company, Pharaoh Acquisition Corporation and Polycom, Inc.
("Polycom") have entered into an Agreement and Plan of Merger (the "Merger
Agreement"), which requires, among other things, that Executive enter into this
Amended and Restated Executive Change in Control Agreement as a condition to the
closing of the merger contemplated by the Merger Agreement (the "Merger") (the
"Closing");

         WHEREAS, Polycom has, in the Merger Agreement, expressly agreed to
assume PictureTel's obligations under this Agreement and agreed to perform under
this Agreement in the same manner and to the same extent that PictureTel would
be required to perform if the Merger had not occurred;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
Company and the Executive hereby agree as follows:

         1.0 DEFINED TERMS. The definition of capitalized terms used in this
Agreement is provided in the last Section hereof and throughout the document
enclosed in quotation marks inside parentheses.

         2.0 TERM OF AGREEMENT. This Agreement shall be effective immediately
prior to the signing by all the parties thereto of the Merger Agreement and
shall continue in effect from such time until six months following the Closing;
provided, however, that if the Merger is not consummated within one year
following the signing of the Merger Agreement or if, earlier, the Company is
acquired by an entity not affiliated with Polycom then this Amended and Restated
Agreement shall become void and without further force and effect and the terms
of the prior Executive Officer Change in Control Agreement shall be reinstated
in their entirety and shall govern.

         3.0 COMPANY'S COVENANTS SUMMARIZED; EMPLOYMENT TERMS. In order to
induce the Executive to remain in the employ of the Company and in consideration
of the Executive's covenants set forth in Section 7 hereof and Appendix IV
hereto, and in the event Executive is to receive severance payments, in
consideration of Executive's entering into a standard form of release of claims
attached as Appendix III hereto, the Company agrees, under the conditions
described herein, to pay the Executive the "Severance and Retention Payments"
described in Section 6.2 hereof and the other payments and benefits described
herein in the event the Executive's employment continues or pursuant to certain
terminations of employment during the term of this Agreement. Except with
respect to Retention Payments payable under Section 6.0 hereof, no amount or
benefit shall be payable under this Agreement unless there shall have been (or,
under the terms hereof, there shall be deemed to have been) a termination of the
Executive's employment





during the term of this Agreement. This Agreement shall not be construed as
creating an express or implied contract of employment prior to or following the
date of the Merger and subject to the Company providing severance benefits as
required hereunder and, subject to the notice requirements hereof, Executive's
employment with the Company shall be "at-will" and may be terminated either by
the Company or Executive at any time, with or without cause.

              3.1 As consideration for entering into this Amended and Restated
Change in Control Agreement, the Company agrees to pay Executive the sum of
$2,500.00 prior to the Merger.

              3.2 On and after the Closing, the Company agrees to employ the
Executive, and the Executive hereby accepts employment with the Company, in the
position set forth in Appendix I hereto and the Executive agrees to assume and
discharge such responsibilities, and perform such duties, as are commensurate
with such position; PROVIDED, HOWEVER, that, subject to Executive's right to
terminate for Good Reason , the Company or Polycom shall have the right to
revise such position, responsibilities and duties from time to time as the
Company may reasonably deem appropriate. The Executive shall (i) carry out his
duties and responsibilities hereunder faithfully, diligently and competently,
(ii) devote his full time and attention to the business and affairs of the
Company, (iii) use his best efforts, skills and abilities to promote the
Company's interests, and (iv) comply in all material respects with the written
operating policies and practices of the Company generally applicable to all
Company employees and as from time to time in effect during the term of this
Agreement.

              3.3 The Executive shall perform his duties hereunder at Andover,
Massachussetts or at a location that is mutually agreed by the Company and the
Executive.

              3.4 Executive shall maintain the confidentiality of all
confidential and proprietary information of the Company, and on or prior to the
Closing, but effective at the Closing, shall execute and deliver to Polycom its
standard Proprietary Information and Invention Agreement in the form attached
hereto as Appendix II (the "CONFIDENTIALITY AGREEMENT"). Such obligations shall
survive any termination of Executive's employment relationship or of this
Agreement and shall be in addition to, and not in substitution of, any
agreements currently in effect between Executive and the Company.

         4.0 COMPENSATION AND BENEFITS.

              4.1 The Company shall pay the Executive as compensation for his
services a base salary at the annualized rate set forth on Appendix I hereto
(the "Base Salary"). Such salary shall be subject to applicable tax withholding
and shall be paid periodically in accordance with the Company's standard payroll
practices. Such annual compensation shall be reviewed annually for increases
(but not decrease) in the discretion of Management. In conducting any such
annual review, Management shall take into account any increase in Executive's
responsibilities, the performance of the Executive and/or other pertinent
factors. Following the Merger, Executive shall not be eligible to participate in
Polycom's Senior Management Incentive Compensation Plan ("SMICOM").


                                      -2-





              4.2 Executive will be entitled to receive such employee benefits
as are made available by the Company to its other employees and managers.
Executive shall be entitled, to the extent eligible under the terms of the
applicable plans, to participate in all pension and welfare plans, including any
group medical, dental, life insurance and disability insurance plans, or similar
benefit plans of the Company and/or Polycom that are made available to other
similarly situated employees. Participation in any such benefits and plans shall
be consistent with Executive's rate of compensation to the extent that
compensation is a determinative factor with respect to participation and/or
coverage under any such benefit or plan and Executive shall be credited for the
time the Executive has been an employee of PictureTel.

              4.3 The Company shall reimburse Executive for all reasonable
business expenses incurred and paid by Executive in the performance of services
hereunder in accordance with the Company's expense reimbursement policy as from
time to time in effect.

         5.0 COMPENSATION OTHER THAN SEVERANCE OR RETENTION PAYMENTS.

              5.1 In the event of Executive's death or a termination of
Executive's employment due to the Executive's Disability, no compensation or
payments will be made to the Executive other than those to which he is entitled
under the Company's existing benefit plans and policies at the time of such
termination and other than any compensation or payments accrued under this
Agreement up to the date of termination of his employment and unpaid at the date
of such termination.

              5.2 If Executive's employment shall be terminated for any reason,
the Company shall pay the Executive's full salary to the Executive through the
Date of Termination at the rate in effect at the time the Notice of Termination
is given, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of any compensation or benefit
plan, program, agreement or arrangement maintained by the Company prior to the
Date of Termination; provided that severance and retention benefits shall only
be payable to Executive during the term of this Agreement pursuant to Section
6.0 of this Agreement; and Executive expressly waives the right to receive any
severance benefits under all other plans, programs, arrangements and agreements
during the term of this Agreement, including, without limitation, the PictureTel
Key Employee Change in Control Severance Plan and PictureTel Severance Plan.

              5.3 If Executive's employment shall be terminated for any reason,
the Company shall also pay Executive's normal post-termination compensation and
benefits to Executive as such payments become due. Such post-termination
compensation and benefits shall be determined under, and paid in accordance
with, the Company's retirement, insurance and other compensation or benefit
plans, programs and arrangements; provided that severance and retention benefits
shall only be payable to Executive pursuant to Section 6.0 of this Agreement.

         6.0 SEVERANCE AND RETENTION PAYMENTS.

              6.1 Subject to Executive's continued employment with the Company,
Polycom or an affiliate thereof for six (6) months following the Closing (the
"Post-Closing Employment Period"), in addition to any Base Salary earned by
Executive by virtue of his continued employment with the Company, Polycom or an
affiliate thereof during the Post-Closing Employment Period, the


                                      -3-





Company shall commence payment of the Total Severance and Retention Payments
beginning with the first Polycom payroll payment following the Closing. Such
Base Salary and Total Severance and Retention Payments shall continue to be paid
to Executive during the Post-Closing Employment Period so long as Executive's
employment does not terminate (i) for Cause, (ii) voluntarily by Executive other
than for Good Reason, or (iii) pursuant to Executive's death or Disability. In
the event of Executive's employment during the Post-Closing Termination Period
is terminated (i) by the Company other than for Cause, or (ii) by Executive for
Good Reason, then subject to (i) Executive entering into a release of claims in
substantially the form attached hereto as Appendix III, and (ii) Executive not
breaching the Non-Compete and Non-Solicit covenants of Section 7.0 hereof and
Appendix VII hereto, the Company shall pay the Executive the unpaid balance of
the Total Severance and Retention Payments described in Section 6.2 (i.e., the
Total Severance and Retention Payments minus the amount of any Severance
Retention Payments previously paid to Executive during the Post-Closing
Employment Period) over the period remaining period until two years following
the Closing. No Severance and Retention Payments shall be payable pursuant to
this Agreement following the second anniversary of the Closing. In the event
Executive's employment with the Company, Polycom or its affiliates terminates
for any or no reason after the Post-Closing Employment Period and prior to the
second anniversary of the Closing, Executive shall receive the balance of his
Total Severance and Retention Payments through the second anniversary of the
Closing. The Executive's employment shall be deemed to have been terminated
following a Change in Control by the Company without Cause or by the Executive
with Good Reason if the Executive's employment is terminated prior to the Merger
without Cause at the express direction (or action which constitutes an express
direction) of Polycom. The Total Severance and Retention Payments, if any,
payable under this Section 6.1 will be paid in substantially equal increments on
the same payroll cycle as applies to active Polycom employees over a period of
up to two years following the Closing.

              6.2 The Total Severance and Retention Payments shall be equal to
two (2) times the sum of (a) the higher of the Executive's annual base salary in
effect immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based or in effect immediately prior to the
Change in Control, and (b) the higher of the highest annual bonus paid to the
Executive in the three years preceding the year in which the Date of Termination
occurs or paid in the three years preceding the year in which the Change in
Control occurs (the "Total Severance and Retention Payments").

              6.3 In the event Executive is eligible to receive Severance and
Retention Payments following his termination of employment pursuant to Section
6.1, then for the identical time period over which Executive receives such
post-termination Severance and Retention Payments (the "Severance Period"), the
Company shall arrange to provide the Executive with medical and dental insurance
benefits substantially similar to those which the Executive is receiving
immediately prior to the termination of employment. Benefits otherwise
receivable by the Executive pursuant to this Section 6.4 shall be reduced to the
extent comparable benefits are actually received by or made available to the
Executive without cost during the Severance Period (and any such benefits
actually received by the Executive shall be reported to the Company by the
Executive). If the benefits provided to the Executive under this Section 6.3
shall result in a decrease, pursuant to Section 6.4, in the Severance and
Retention Payments or the severance payments otherwise payable pursuant to
Section 6.2 and these Section 6.3 benefits are thereafter reduced pursuant to
the immediately


                                      -4-





preceding sentence because of the receipt of comparable benefits, the Company
shall, at the time of such reduction, pay to the Executive the lesser of (a) the
amount of the decrease made in the Severance and Retention Payments or severance
payments pursuant to Section 6.4, or (b) the maximum amount which can be paid to
the Executive without being, or causing any other payment to be, nondeductible
by reason of section 280G of the Code.

              6.4 Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive' s
employment (whether or not received pursuant to the terms of this Agreement)
(all such payments and benefits, including but not limited to the Total
Severance and Retention Payments, being hereinafter called the "Total Payments")
would be subject in whole or in part to the Excise Tax, then the Total Severance
and Retention Payments shall be reduced to the extent, but only to the extent,
necessary so that no portion of the Total Payments is subject to the Excise Tax;
provided, that no such reduction shall be effected unless the net amount of the
Total Payments after such reduction in the Total Severance and Retention
Payments and after deduction of the net amount of federal, state and local
income taxes on such reduced Total Payments would be greater than the excess of
(a) the net amount of the Total Payments without such reduction in the Total
Severance and Retention Payments but after deduction of the net amount of
federal, state and local income taxes (other than the Excise Tax) on such
unreduced Total Payments, over (b) the Excise Tax to which the Total Payments
are subject. The determination as to whether a reduction in Severance Payments
is to be made under this Section 6.4 and, if so, the amount of any such
reduction shall be made by the Company's auditors or by such other firm of
certified public accountants, benefits consulting firm or legal counsel as the
Board may designate prior to the Change in Control.

         The Company shall provide the executive with its calculations of the
amounts referred to in this Section 6.4 and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.

         7.0  NO CONFLICTING EMPLOYMENT; NON-SOLICITATION OF EMPLOYEES.

              7.1 During Executive's employment during the term of this
Agreement, Executive will not engage in any other employment, occupation,
consulting or other business activity directly or indirectly related to the
business in which the Polycom or PictureTel is now involved or becomes involved
during the term of this Agreement, nor will Executive engage in any other
activities that conflict with his obligations to Polycom or PictureTel.

              7.2 Executive further agrees that for a period of one (1) year
immediately following the termination of his employment relationship with the
Company for any reason, whether with or without Cause, Executive will not (i)
either directly or indirectly hire, solicit, induce, recruit or encourage any of
the Company's or Polycom's employees to leave their employment, or attempt to
solicit, induce, recruit, encourage any employees of the Company or Polycom to
leave their employment, either for himself or for any other person, firm,
corporation or other entity, or (ii) knowingly and intentionally interfere in
any manner with the contractual or employment relationship between the Company
or Polycom and any employee, supplier or customer of the Company or Polycom..


                                      -5-





              7.3 Executive agrees to sign and deliver to Polycom the
Non-Competition Agreement attached hereto as Appendix IV on or prior to the
Closing, but effective as of the Closing.

         8.0  TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.

              8.1 NOTICE OF TERMINATION. After the signing of the Merger
Agreement and during the term of this Agreement, any purported termination of
the Executive's employment (other than by reason of death) shall be communicated
by written Notice of Termination from one party hereto to the other party hereto
in accordance with Section 11 hereof. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.

              8.2 DATE OF TERMINATION. "Date of Termination", with respect to
any purported termination of the Executive's employment after a Change in
Control during the term of this Agreement, shall mean:

                   (A) If the Executive's employment is terminated for
Disability, thirty (30) days after Notice of Termination is given (provided that
the Executive shall not have returned to the full-time performance of the
Executive's duties during such thirty (30) day period), and

                   (B) If the Executive's employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall not be less than thirty (30) days (except in
the case of a termination for Cause, in which case the termination may be
effective immediately) and, in the case of a termination by the Executive, shall
not be less than fifteen (15) days nor more than sixty (60) days, respectively,
from the date such Notice of Termination is given).

         9.0 NO MITIGATION. The Company agrees that, if the Executive's
employment by the Company is terminated during the term of this Agreement,
the Executive is not required to seek other employment or to attempt in any
way to reduce any amounts payable to the Executive by the Company pursuant to
Section 6.0. Further, the amount of any payment or benefit provided for in
Section 6.0 (other than Section 6.4) shall not be reduced by any compensation
earned by the Executive as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by the
Executive to the Company, or otherwise.

         10.0 SUCCESSORS; BINDING AGREEMENT.

              10.1 In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such


                                      -6-





succession shall be a breach of this Agreement and shall entitle the Executive
to compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder if the Executive were to terminate his
employment for Good Reason after a Change in Control, except that, for purposes
of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. In any event this agreement
shall be binding upon the Company and any successors or assignee.

              10.2 This Agreement shall inure to the benefit of and be
enforceable by Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive shall die while any amount would still be payable to Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of
Executive's estate.

         11.0 NOTICES. For the purpose of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered in hand or one day after
sending by Federal Express overnight delivery service, addressed to the
respective addresses set forth below, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon actual receipt:

                                    To the Company:

                                    PictureTel Corporation
                                    100 Minuteman Road
                                    Andover, Massachusetts 01810
                                    Attention: General Counsel

                                    cc:

                                    Polycom, Inc.
                                    1565 Barber Lane
                                    Milpitas, CA  95035
                                    Attention: Bill Paape







                                    To the Executive:

                                    Dalton Edgecomb
                                    4B Broad St.
                                    Newburyport, MA 01950


                                      -7-





         12.0 MISCELLANEOUS. No provision of this Agreement may be modified
or waived unless such waiver or modification is agreed to in writing and signed
by the Executive and such officer as may be specifically designated by the
Board. No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. The Amendment and Restatement of this Agreement (including the
appendices hereto) supersedes and replaces in its entirety the Executive Officer
Change in Control Agreement in effect prior to the parties hereto entering into
this Amended and Restated Agreement, subject to the reinstatement of the prior
agreement as provided in Section 2. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party or by Polycom which are not expressly set forth in
this Agreement (including the appendices hereto). The laws of the Commonwealth
of Massachusetts shall govern the validity, interpretation, construction and
performance of this Agreement and the Agreement shall be an instrument under
seal. All references to sections of the Exchange Act or the Code shall be deemed
also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law and any additional withholding to which the
Executive has agreed. The obligations of the Company and Executive under
Sections 5.0, 6.0, 7.0 and 15.0 and Appendices II, III and IV hereto shall
survive the expiration of the term of this Agreement.

         13.0 VALIDITY. The invalidity or unenforceability or any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. In
addition, if any provision of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction, then such provision shall be deemed modified
to the extent necessary to enable such provision to be valid and enforceable.

         14.0 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         15.0 SETTLEMENT OF DISPUTES; ARBITRATION. All claims by Executive for
benefits under this Agreement shall be directed to the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon. The Board then shall afford a reasonable opportunity to Executive for a
review of the decision denying a claim and shall further allow Executive to
appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board that Executive's claim has been denied. Any further
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Boston, Massachusetts in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction;
provided, however, that Executive shall be entitled to seek specific performance
of Executive's right to be paid until the Date of Termination during the
pendency of


                                      -8-





any dispute or controversy arising under or in connection with this Agreement in
such arbitration or by a proceeding in the federal court in Boston or the
Massachusetts state court in Essex County.

        16.0 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

                   (A) "Base Amount" shall have the meaning defined in section
280G(b)(3) of the Code.

                   (B) "Beneficial Owner" shall have the meaning defined in Rule
13d-3 under the Exchange Act.

                   (C) "Board" shall mean the Board of Directors of the Company.

                   (D) "Cause" for termination by the Company of Executive's
employment, after any Change in Control, shall mean:

                        (i) the willful and continued failure by Executive to
substantially perform Executive's duties with the Company (other than any such
failure resulting from Executive's incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a Notice of
Termination for Good Reason by Executive pursuant to Section 8.1) after a
written demand for substantial performance is delivered to Executive by the
Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed Executive's duties,
or

                        (ii) the willful engaging by Executive in conduct which
is demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise.

For purposes of clauses (i) and (ii) of this definition, no act, or failure to
act, on Executive's part shall be deemed "Willful" unless done, or omitted to be
done, by Executive not in good faith and without reasonable belief that the
Executive's act, or failure to act, was in the best interest of the Company.

                   (E) A "Change in Control", shall be deemed to have occurred
if the conditions set forth in any one of the following paragraphs shall have
been satisfied:

                        (i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing twenty-five
(25) percent or more of the combined voting power of the Company's then
outstanding securities; or

                        (ii) during any period of not more than two consecutive
years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board and any new
director (other than a director designated by a Person who has entered into an
agreement with the Company to effect a transaction described in clause (i), (ii)
or (iii) of this Section 16(E)) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still


                                      -9-





in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or

                        (iii) the shareholders of the Company approve a merger
or consolidation of the Company with any other corporation, other than (a) 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) sixty (60) percent or more of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person acquires twenty-five (25) percent or more of the combined
voting power of the Company's then outstanding securities; or

                        (iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets.

                   (F) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                   (G) "Company" shall mean PictureTel Corporation and any
successor to its business and/or assets which assumes and agrees to perform this
Agreement by operation of law, or otherwise (except in determining, under
Section 16(E) hereof, whether or not any Change in Control of the Company has
occurred in connection with such succession).

                   (H) "Date of Termination" shall have the meaning stated in
Section 8.2 hereof.

                   (I) "Disability" shall be deemed the reason for the
termination by the Company of the Executive's employment, if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive shall
have been absent from the full-time performance of the Executive's duties with
the Company for a period of three (3) consecutive months, the Company shall have
given the Executive a Notice of Termination for Disability, and, within thirty
(30) days after such Notice of Termination is given, the Executive shall not
have returned to the full-time performance of the Executive's duties.

                   (J) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.

                   (K) "Excise Tax" shall mean any excise tax imposed under
section 4999 of the Code.

                   (L) "Executive" shall mean the individual named in the first
paragraph of this Agreement.

                   (M) "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one


                                      -10-





of the following acts by the Company, or failures by the Company to act, unless,
(a) in the case of any act or failure to act described in paragraph (i), (ii),
(iii), (iv), (v), (vi), or (vii), below, such act or failure to act is corrected
prior to the Date of Termination specified in the Notice of Termination given in
respect thereof, or (b) such termination occurs more than 90 days after one of
the following acts by the Company or failure by the Company to act:

                        (i) the assignment to the Executive of any duties
inconsistent with the Executive's status as a senior executive officer of the
Company or a substantial adverse alteration in the nature or status of the
Executive's responsibilities from those in effect immediately prior to the
Change in Control; provided, however that Executive's continuing position as
Chief Financial Officer and Treasurer following the signing of the Merger
Agreement and Executive's position as Merger Transition and Integration
Officer on and after the Closing, and the assignment of duties consistent
with such positions shall not constitute Good Reason or a substantial adverse
alteration in the nature or status of the Executive's responsibilities from
those in effect prior to the Change in Control; provided, further that,
following the Merger, Executive may be re-assigned to another position in the
Company or Polycom of approximately commensurate grade and status and that
such re-assignment, or the attendant duties assigned thereto, shall not
constitute Good Reason;

                        (ii) a reduction by the Company in the Executive's
annual base salary as in effect on the date hereof or as the same may be
increased from time to time;

                        (iii) the relocation of the Company's principal
executive offices to a location more than thirty (30) miles) from the location
of such offices immediately prior to the Change in Control or the Company's
requiring the Executive to be based anywhere other than the Company's principal
executive offices, except for required travel on the Company's business to an
extent substantially consistent with the Executive's present business travel
obligations;

                        (iv) the failure by the Company, without the Executive's
consent, to pay to the Executive any portion of the Executive's current
compensation, or to pay to the Executive any portion of an installment of
deferred compensation under any deferred compensation program of the Company,
within seven (7) days of the date such compensation is due;

                        (v) the failure by the Company to continue to provide
the Executive with benefits substantially similar in the aggregate to those
enjoyed by the Executive under any of the Company's pension, life insurance,
medical, health and accident, or disability plans in which the Executive was
participating at the time of the Change in Control, the taking of any action by
the Company which would directly or indirectly materially reduce the aggregate
value of such benefits, or the failure by the Company to provide the Executive
with the number of paid vacation days to which the Executive is entitled on the
basis of years of service with the Company in accordance with the Company's
normal vacation policy in effect at the time of the Change in Control; or

                        (vi) any purported termination of the Executive's
employment that is not effected pursuant to a Notice of Termination satisfying
the requirements of Section 8.1; for purposes of this Agreement, no such
purported termination shall be effective.


                                      -11-





The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness. Except with respect to the 90 day window period referred to above in
the first paragraph of this section, the Executive's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.

                   (N) "Notice of Termination" shall have the meaning stated in
Section 7.1 hereof.

                   (O) "Person" shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
however, a Person shall not include:

                        (i) the Company,

                        (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or

                        (iii) a Corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                        (iv) "Potential Change in Control," shall be deemed to
have occurred upon the signing of the Merger Agreement by the parties thereto.

                   (P) "Total Payments" shall mean those payments described in
Section 6.5 hereof.


                                 PictureTel Corporation



                                 By /s/ Norman E. Gaut
                                    -------------------------------------------
                                 Name:    Norman E. Gaut
                                 Title:   Chairman of the Board of Directors,
                                 President and Chief Executive Officer

                                 /s/ Dalton Edgecomb
                                 ----------------------------------------------
                                 Dalton Edgecomb


                                      -12-







                                   APPENDIX I



         Merger and Transition Officer

         Salary: $220,000









                                      -1-





                                   APPENDIX II

             Form of Proprietary Information and Invention Agreement

                             PROPRIETARY INFORMATION
                             AND INVENTION AGREEMENT


         The following confirms an agreement between me and Polycom, Inc., a
Delaware corporation (the "Company"), which is a material part of the
consideration for my employment by the Company:

          A.   I understand that the Company possesses Proprietary Information
               which is important to its business. For purposes of this
               Agreement, "Proprietary Information" is information that was
               developed, created, or discovered by the Company, or which became
               known by or was conveyed to the Company and is not in the public
               domain, which has commercial value in the Company's business.
               "Proprietary Information" includes, but is not limited to, trade
               secrets, copyrights, ideas, techniques, know-how, inventions
               (whether patentable or not), and/or any other information of any
               type relating to designs, configurations, toolings,
               documentation, recorded data, schematics, source code, object
               code, master works, master databases, algorithms, flow charts,
               formulae, works of authorship, mechanisms, research, manufacture,
               improvements, assembly, installation, marketing, forecasts,
               pricing, customers, the salaries, duties, qualifications,
               performance levels, and terms of compensation of other employees,
               and/or cost or other financial data concerning any of the
               foregoing or the Company and its operations generally. I
               understand that my employment creates a relationship of
               confidence and trust between me and the Company with respect to
               Proprietary Information.

          B.   I understand that the Company possesses "Company Documents" which
               are important to its business. For purposes of this Agreement,
               "Company Documents" are documents or other media that contain
               Proprietary Information or any other confidential information
               concerning the business, operations or plans of the Company,
               whether such documents have been prepared by me or by others.
               "Company Documents" include, but are not limited to, blueprints,
               drawings, photographs, charts, organization charts, graphs,
               notebooks, customer lists, computer disks, tapes or printouts,
               sound recordings and other printed, typewritten or handwritten
               documents.

          C.   In consideration of my employment by the Company and the
               compensation received by me from the Company from time to time, I
               hereby agree as follows:

               1.   All Proprietary Information and all patents, copyrights and
                    other rights in connection therewith shall be the sole
                    property of the Company. I hereby assign to the Company any
                    rights I may have or acquire in such Proprietary
                    Information. At all times, both during my employment by the


                                      -1-





                    Company and after its termination, I will keep in confidence
                    and trust and will not use or disclose any Proprietary
                    Information without the prior written consent of an officer
                    of the Company, except as may be necessary in the ordinary
                    course of performing my duties to the Company. Nothing
                    contained herein will prohibit an employee from disclosing
                    to anyone the amount of his or her wages.

               2.   All Company Documents shall be the sole property of the
                    Company. I agree that during my employment by the Company, I
                    will not remove any Company Documents from the business
                    premises of the Company or deliver any Company Documents to
                    any person or entity outside the Company, except as I am
                    required to do in connection with performing the duties of
                    my employment. I further agree that, immediately upon the
                    termination of my employment by me or by the Company for any
                    reason, or during my employment if so requested by the
                    Company, I will return all Company Documents, apparatus,
                    equipment and other physical property, or any reproduction
                    of such property, excepting only (i) my personal copies of
                    records relating to my compensation; (ii) my personal copies
                    of any materials previously distributed generally to
                    stockholders of the Company; and (iii) my copy of this
                    Agreement, and further excepting any Company Document that
                    may be relevant to any litigation that may arise between me
                    and the Company in connection with my employment or the
                    termination of my employment with the Company.

               3.   I will promptly disclose in writing to my immediate
                    supervisor, with a copy to the President of the Company, or
                    to any persons designated in writing by the Company, all
                    "Inventions," which includes all improvements, inventions,
                    works of authorship, mask works, computer programs,
                    formulas, ideas, processes, techniques, know-how and data,
                    whether or not patentable, made or conceived or reduced to
                    practice or developed by me, either alone or jointly with
                    others, during the term and in the course of my employment.
                    I will also disclose to the President of the Company all
                    things that would be Inventions if made during the term of
                    my employment, conceived, reduced to practice, or developed
                    by me within six (6) months of the termination of my
                    employment with the Company. Such disclosures shall be
                    received by the Company in confidence and do not extend the
                    assignment made in Section 4 below. I will not disclose
                    Inventions to any person outside the Company unless I am
                    requested to do so by management personnel of the Company.

               4.   I agree that all Inventions which I make, conceive, reduce
                    to practice or develop (in whole or in part, either alone or
                    jointly with others) during my employment shall be the sole
                    property of the Company to the maximum extent permitted by
                    applicable California law and hereby assign such


                                      -2-





                    Inventions and all rights therein to the Company. I agree to
                    assign to the Company all patents, copyrights and other
                    intellectual property or other rights in connection with
                    such Inventions that are the property of the Company.

               5.   I agree to perform, during and after my employment, all acts
                    deemed necessary or desirable by the Company to permit and
                    assist it, at the Company's expense, in obtaining,
                    maintaining, defending and enforcing patents, copyrights or
                    other rights in such Inventions and improvements in any and
                    all countries. Such acts may include, but are not limited
                    to, execution of documents and assistance or cooperation in
                    legal proceedings. I hereby irrevocably designate and
                    appoint the Company and its duly authorized officers and
                    agents, as my agents and attorneys-in-fact to act for and in
                    my behalf and instead of me, to execute and file any
                    documents and to do all other lawfully permitted acts to
                    further the above purposes with the same legal force and
                    effect as if executed by me.

               6.   I have attached hereto a complete list of all Inventions to
                    which I claim ownership and that I desire to remove from the
                    operation of this Agreement, and I acknowledge and agree
                    that such list is complete. If no such list is attached to
                    this Agreement, I represent that I have no such Inventions
                    at the time of signing this Agreement.

               7.   During the term of my employment and for one (1) year
                    thereafter, I will not encourage or solicit any employee of
                    the Company to leave the Company for any reason. However,
                    this obligation shall not affect any responsibility I may
                    have as an employee of the Company with respect to the bona
                    fide hiring and firing of Company personnel.

               8.   I agree that during my employment with the Company I will
                    not engage in any employment, business, or activity that is
                    in any way competitive with the business of the Company, and
                    I will not materially assist any other person or
                    organization in competing with the Company or in preparing
                    to engage in competition with the business of the Company.
                    The provisions of this paragraph shall apply both during
                    normal working hours and at all other times including, but
                    not limited to, nights, weekends and vacation time, while I
                    am employed by the Company.

               9.   I represent that my performance of all the terms of this
                    Agreement will not breach any agreement to keep in
                    confidence proprietary information acquired by me in
                    confidence or in trust prior to my employment by the
                    Company. I have not entered into, and I agree I will not
                    enter into, any agreement either written or oral in conflict
                    herewith or in conflict with my employment with the Company.


                                      -3-





          D.   I agree that this Agreement does not purport to set forth all of
               the terms and conditions of my employment, and that as an
               employee of the Company I have obligations to the Company
               unrelated to the subject matter hereof which are not set forth in
               this Agreement.

          E.   I agree that my obligations under paragraphs C(1) through C(5) of
               this Agreement shall continue in effect during my employment and
               for a period of two (2) years thereafter, regardless of the
               reason or reasons for termination, and whether such termination
               is voluntary or involuntary on my part, and that the Company is
               entitled to communicate my obligations under this Agreement to
               any future employer or potential employer of mine.

          F.   I agree that any dispute in the meaning, effect or validity of
               this Agreement shall be resolved in accordance with the laws of
               the State of California without regard to the conflict of laws
               provisions thereof. I further agree that if one or more
               provisions of this Agreement are held to be unenforceable under
               applicable California law, such provision(s) shall be excluded
               from this Agreement and the balance of the Agreement shall be
               interpreted as if such provision were so excluded and shall be
               enforceable in accordance with its terms.

          G.   This Agreement shall be effective as of the date I execute this
               Agreement and shall be binding upon me, my heirs, executors,
               assigns, and administrators and shall inure to the benefit of the
               Company, its subsidiaries, successors and assigns.

          H.   This Agreement can only be modified by a subsequent written
               agreement executed by me and the President of the Company.

         I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. EXCEPT FOR THE
AGREEMENTS CONTAINED IN THE EMPLOYMENT AGREEMENT TO WHICH THIS AGREEMENT IS A
SCHEDULE, NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO
SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.

- ----------------  ------------------------------- ------------------------------
     DATE                     PRINT NAME                    SIGNATURE

Accepted and Agreed to:
Polycom, Inc.


By:
    -------------------------------------------------


                                      -4-





                                    EXHIBIT A

1.   The following is a complete list of all inventions or improvements relevant
     to the subject matter of my employment by Polycom, Inc. (the "Company")
     that have been made or conceived or first reduced to practice by me alone
     or jointly with others prior to my employment by the Company that I desire
     to remove from the operation of the Company's Proprietary Information and
     Inventions Agreement.

           |X| No inventions or improvements.
           |_| See below
           |_| Additional sheets attached.

2.   I propose to bring to my employment the following materials and documents
     of a former employer:

           |X| No materials or documents.
           |_| See below:




- --------------------             -----------------------------------------------
       DATE                                        SIGNATURE





                                  APPENDIX III

                        SETTLEMENT AGREEMENT AND RELEASE



         This Settlement Agreement and Release ("Agreement") is made by and
between Polycom, Inc. (the "Company"), and Dalton Edgecomb ("Employee").

         WHEREAS, Pursuant to the Agreement and Plan of Merger (the "Merger")
between the Company and PictureTel Corporation ("PictureTel"), the Company has
agreed to assume and to perform in the same manner and to the same extent as
PictureTel would have been required to perform had the Merger not been
consummated, the amended and restated Executive Change in Control Agreement
effective immediately prior to the execution of the Merger Agreement;

         NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as "the Parties") hereby agree as
follows:

         1. TERMINATION. Employee's employment from the Company terminated on
________________.

         2. CONSIDERATION. The Company agrees to pay Employee the Severance
Payments described in such Employee's amended and restated Executive Change in
Control Agreement, pursuant to the terms and conditions of such Executive Change
in Control Agreement.

         3. NO OTHER SEVERANCE PAYABLE. Employee acknowledges that he shall only
be entitled to the Severance Payments in such Employee's amended and restated
Executive Change in Control Agreement. Employee waives any and all other
severance payments in any other agreements entered into between the Employee and
PictureTel, any predecessor corporation thereto, or the Company.

         4. CONFIDENTIAL INFORMATION. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company. Employee shall
return all the Company property and confidential and proprietary information in
his possession to the Company on the Effective Date of this Agreement.

         5. PAYMENT OF SALARY. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee.

         6. RELEASE OF CLAIMS. Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Employee by
the Company. Employee, on behalf of himself, and his respective heirs, family
members, executors and assigns, hereby fully and forever releases the Company
and its past, present and future officers, agents, directors, employees,
investors, shareholders, administrators, affiliates, divisions, subsidiaries,
parents, predecessor and successor corporations, and assigns, from, and agrees
not to sue or otherwise institute or cause to be instituted any legal or
administrative proceedings concerning any claim, duty, obligation or cause of





action relating to any matters of any kind, whether presently known or unknown,
suspected or unsuspected, that he may possess arising from any omissions, acts
or facts that have occurred up until and including the Effective Date of this
Agreement including, without limitation,

              (a) any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship;

              (b) any and all claims relating to, or arising from, Employee's
right to purchase, or actual purchase of shares of stock of the Company,
including, without limitation, any claims for fraud, misrepresentation, breach
of fiduciary duty, breach of duty under applicable state corporate law, and
securities fraud under any state or federal law;

              (c) any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and fair dealing,
both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment; and
conversion;

              (d) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974, The Worker
Adjustment and Retraining Notification Act, the California Fair Employment and
Housing Act, and Labor Code section 201, ET SEQ. and section 970, ET SEQ. and
all amendments to each such Act as well as the regulations issued thereunder;

              (e) any and all claims for violation of the federal, or any state,
constitution;

              (f) any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination; and

              (g) any and all claims for attorneys' fees and costs.

Employee agrees that the release set forth in this section shall be and remain
in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations incurred under this
Agreement or severance payments and benefits due to Employee pursuant to the
Amended and Restated Change in Control Agreement entered into by and between the
Company and PictureTel, and assumed by Polycom. Employee acknowledges and agrees
that any breach of this paragraph shall constitute a material breach of the
Agreement and in the case of a breach by Employee, shall entitle the Company
immediately to recover the monetary consideration discussed in paragraph 2
above. Employee shall also be responsible to the Company for all costs,


                                      -7-





attorneys' fees and any and all damages incurred by the Company (a) enforcing
the obligation, including the bringing of any suit to recover the monetary
consideration, and (b) defending against a claim or suit brought or pursued by
Employee in violation of this provision.

         7. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Employee acknowledges
that he/she is waiving and releasing any rights he/she may have under the Age
Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and
release is knowing and voluntary. Employee and the Company agree that this
waiver and release does not apply to any rights or claims that may arise under
the ADEA after the Effective Date of this Agreement. Employee acknowledges that
the consideration given for this waiver and release Agreement is in addition to
anything of value to which Employee was already entitled. Employee further
acknowledges that he/she has been advised by this writing that (a) he/she should
consult with an attorney PRIOR to executing this Agreement; (b) he/she has
twenty-one (21) days within which to consider this Agreement; (c) he/she has
seven (7) days following the execution of this Agreement by the parties to
revoke the Agreement; and (d) this Agreement shall not be effective until the
revocation period has expired. Any revocation should be in writing and delivered
to the Chief Financial Officer at Polycom, Inc. by close of business on the
seventh day from the date that Employee signs this Agreement.

         8. CIVIL CODE SECTION 1542. Employee represents that he is not aware of
any claims against the Company other than the claims that are released by this
Agreement. Employee acknowledges that he has been advised by legal counsel and
is familiar with the provisions of California Civil Code Section 1542, which
provides as follows:

                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         Employee, being aware of said code section, agrees to expressly waive
any rights he may have thereunder, as well as under any other statute or common
law principles of similar effect.

         9. NO PENDING OR FUTURE LAWSUITS. Employee represents that he has no
lawsuits, claims, or actions pending in his name, or on behalf of any other
person or entity, against the Company or any other person or entity referred to
herein. Employee also represents that he does not intend to bring any claims on
his own behalf or on behalf of any other person or entity against the Company or
any other person or entity referred to herein.

         10. APPLICATION FOR EMPLOYMENT. Employee understands and agrees that,
as a condition of this Agreement, he shall not be entitled to any employment
with the Company, its subsidiaries, or any successor, and he hereby waives any
right, or alleged right, of employment or re-employment with the Company.
Employee further agrees that he will not apply for employment with the


                                      -8-





Company, its subsidiaries, its parents, or related companies, or any successor
and will not apply to work as an independent contractor for the Company, its
parents, its subsidiaries or any successor.

         11. CONFIDENTIALITY. Employee agrees to use his best efforts to
maintain in confidence the existence of this Agreement, the contents and terms
of this Agreement, and the consideration for this Agreement (hereinafter
collectively referred to as "Settlement Information"). Employee agrees to take
every reasonable precaution to prevent disclosure of any Settlement Information
to third parties, and agrees that there will be no publicity, directly or
indirectly, concerning any Settlement Information. Employee agrees to take every
precaution to disclose Settlement Information only to those attorneys,
accountants, governmental entities, and family members who have a reasonable
need to know of such Settlement Information.

         12. NO COOPERATION. Employee agrees he will not act in any manner that
might damage the business of the Company. Employee agrees that he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so.

         13. NON-DISPARAGEMENT. Employee agrees to refrain from any defamation,
libel or slander of the Company and its respective officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns or tortious
interference with the contracts and relationships of the Company and its
respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns.

         14. NO ADMISSION OF LIABILITY. No action taken by the Company, either
previously or in connection with this Agreement shall be deemed or construed to
be (a) an admission of the truth or falsity of any claims heretofore made or (b)
an acknowledgment or admission by the Company of any fault or liability
whatsoever to the Employee or to any third party.

         15. COSTS. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.

         16. ARBITRATION. To the extent permitted by law, the Parties agree that
any and all disputes arising out of the terms of this Agreement, their
interpretation, and any of the matters herein released, including any potential
claims of harassment, discrimination or wrongful termination shall be subject to
binding arbitration, to the extent permitted by law, in Boston, Massachusetts,
before the American Arbitration Association under its National Rules for the
Resolution of Employment Disputes. Employee agrees and hereby waives his right
to jury trial as to matters arising out of the terms of this Agreement and any
matters herein released to the extent permitted by law. The Parties agree that
the prevailing party in any arbitration shall be entitled to injunctive relief
in any court of competent jurisdiction to enforce the arbitration award.


                                      -9-





         17. AUTHORITY. Employee represents and warrants that he has the
capacity to act on his own behalf and on behalf of all who might claim through
him to bind them to the terms and conditions of this Agreement.

         18. NO REPRESENTATIONS. Employee represents that he has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.

         19. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

         20. ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement
represent the entire agreement and understanding between the Company and
Employee concerning Employee's separation from the Company, and supersede and
replace any and all prior agreements and understandings concerning the subject
matter of this Agreement.

         21. NO ORAL MODIFICATION. This Agreement may only be amended in writing
signed by Employee and the President of the Company.

         22. GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules, of the State of California.

         23. EFFECTIVE DATE. This Agreement is effective eight days after it has
been signed by both Parties.

         24. COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

         25. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto, with the full intent of releasing all claims. The Parties
acknowledge that:

              (a) They have read this Agreement;

              (b) They have been represented in the preparation, negotiation,
and execution of this Agreement by legal counsel of their own choice or that
they have voluntarily declined to seek such counsel;

              (c) They understand the terms and consequences of this Agreement
and of the releases it contains;

              (d) They are fully aware of the legal and binding effect of this
Agreement.


                                      -10-






         IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.

                                               POLYCOM, INC.



Dated:                      , 200              By
        --------------------     ----             ------------------------------
                                                       NAME
                                                       [TITLE]



                                               Dalton Edgecomb, an individual



Dated:                      , 200
        --------------------     ----          ---------------------------------
                                                       Dalton Edgecomb





                                   APPENDIX IV

                            NON-COMPETITION AGREEMENT

         THIS NON-COMPETITION AGREEMENT (the "AGREEMENT") is made as of the
Effective Date (as defined below) by and between Polycom, Inc., a Delaware
corporation ("PARENT"), PictureTel Corporation, an Delaware corporation
("PictureTel") (Parent and PictureTel are sometimes collectively referred to
herein as the "COMPANY"), and the undersigned individual ("EMPLOYEE").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Reorganization Agreement (as defined below).

                                   BACKGROUND

Parent, PictureTel and Pharaoh Acquisition Corporation, a wholly-owned
subsidiary of Parent ("SUB") have entered into an Agreement and Plan of Merger
and Reorganization dated as of May 24, 2001 (the "REORGANIZATION Agreement"),
whereby Sub will merge with and into PictureTel (the "MERGER"). The Effective
Time of the Merger shall be the "EFFECTIVE DATE" of this Agreement.

Parent and Employee acknowledge that it would be seriously detrimental to the
Company if Employee would compete with the Company following the Merger.

In connection with the Merger, to preserve the value of the business being
acquired by Parent, the Reorganization Agreement contemplates, among other
things, that Employee enter into this Agreement and that this Agreement become
effective upon the closing of the Merger.

PictureTel is currently engaged or planning to engage in its business in each of
the fifty (50) states of the United States and internationally. Parent,
following the Merger, will continue conducting such business in all parts of the
United States and internationally.

         NOW THEREFORE, in consideration of the mutual promises made herein,
Parent, PictureTel and Employee (collectively referred to as the "PARTIES")
hereby agree as follows:

         1.0 COVENANT NOT TO COMPETE OR SOLICIT.

              1.1 For the term of Employee's employment with the Company and a
period of twelve (12) months following the cessation of his employment with the
Company (the "NON-COMPETE PERIOD"), Employee shall not directly or indirectly,
without the prior written consent of Parent:

                   (A) engage anywhere in the Restricted Territory in (whether
as an employee, agent, consultant, advisor, independent contractor, proprietor,
partner, officer, director or otherwise), or have any ownership interest in
(except for ownership of one percent (1%) or less of any entity whose securities
have been registered under Section 12 of the Securities Exchange Act of 1934, as
amended, or similar laws in other jurisdictions), or participate in the
financing, operation, management or control of, any firm, partnership,
corporation, entity or business that engages or participates in a "Competing
Business Purpose"; or





                   (B) interfere with the business or contractual relationship
between the Company and any supplier or customer of the Company.

         The term "Competing Business Purpose" shall mean the below business
activities that Employee engaged in while employed with the Company and that are
in competition with Polycom products existing or planned on the date of
termination and are directly related to the design, engineering, manufacture,
sale or distribution of competing equipment, including voice and video
communications gateways, bridges, group or desktop endpoints and any software
specifically used in the management of such equipment.

         The term Restricted Territory shall mean each and every country,
province, state, city or other political subdivision of the world in which the
Employee carried on the business of the Company.

              1.2 During the Non-Compete Period, Employee shall not, directly or
indirectly, without the prior written consent of Parent, (i) solicit, encourage,
hire or induce any employee or consultant of the Company to terminate his or her
employment or consulting relationship with the Company or (ii) interfere in any
manner with the contractual or employment relationship between the Company and
any employee of the Company.

              1.3 The covenants contained in the preceding paragraphs shall be
construed as a series of separate covenants, one for each country, province,
state, city or other political subdivision of the world in which the Company is
currently engaged or during the term of this Agreement engages in business or
otherwise sells its products. Except for geographic coverage, each such separate
covenant shall be identical in terms to the covenant contained in the preceding
paragraphs. If, in any judicial or arbitral proceeding, a court refuses to
enforce any of such separate covenants (or any part thereof), then such
unenforceable covenant (or such part) shall be eliminated from this Agreement to
the extent necessary to permit the remaining separate covenants (or portions
thereof) to be enforced. In the event that the provisions of this Section 1 are
deemed to exceed the time, geographic or scope limitations permitted by
applicable law, then such provisions shall be reformed to the maximum time,
geographic or scope limitations, as the case may be, permitted by applicable
laws.

              1.4 Employee acknowledges that (i) the goodwill associated with
the existing business, customers and assets of PictureTel prior to the Merger is
an integral component of the value of PictureTel to Parent and is reflected in
the consideration to be received by Employee as a shareholder and (ii)
Employee's agreement as set forth herein is necessary to preserve the value of
PictureTel for Parent following the Merger. Employee also acknowledges that the
limitations of time, geography and scope of activity agreed to in this Agreement
are reasonable because, among other things, (i) PictureTel and Parent are
engaged in a highly competitive industry and (ii) Employee has unique access to,
and will continue to have access to, the trade secrets and know-how of the
Company, including without limitation the plans and strategy of the Company.


                                      -2-





              1.5 The parties agree that it would be impossible or inadequate to
measure and calculate the Company's damages from any breach of the covenants set
forth in this Agreement. Accordingly, Employee agrees that if he breaches any
provision of this Agreement, the Company will have available, in addition to any
other right or remedy otherwise available, the right to obtain an injunction
from a court of competent jurisdiction restraining such breach or threatened
breach and to specific performance of any such provision of this Agreement and
to arbitration of the Agreement. The parties further agree that no damages be
required for such equitable relief. Each party hereby expressly consents to the
issuance of such injunctive relief, whether in the form of a temporary
restraining order or otherwise, and to the ordering of such specific performance
upon the other party satisfying all criteria necessary to obtain such injunctive
relief or specific performance.

         2.0 CONFLICTING OBLIGATIONS. Employee certifies that Employee has no
outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, or that would preclude Employee from complying
with the provisions hereof, and further certifies that Employee will not enter
into any such conflicting agreement during the term of this Agreement.

         3.0 RETURNING COMPANY DOCUMENTS. Employee agrees that, at the time of
leaving the employ of the Company, Employee will deliver to the Company (and
will not keep in Employee's possession, recreate or deliver to anyone else) any
and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment other documents or property, or reproductions of any aforementioned
items developed by the Employee pursuant to Employee's employment with the
Company or otherwise belonging to the Company, its successors or assigns.

         4.0 NOTIFICATION OF NEW EMPLOYER. In the event that Employee leaves the
employ of the Company, Employee hereby grants consent to notification by the
Company to Employee's new employer about Employee's obligations under this
Agreement.

         5.0 ARBITRATION. Employee agrees that, except as provided in Section
1(e) above, any dispute or controversy arising out of, relating to, or in
connection with this Agreement, or the interpretation, validity, construction,
performance, breach or termination thereof, shall be decided by arbitration by
the American Arbitration Association (the "Association") in accordance with the
rules and regulations of the Association.

         The parties shall, within 30 days of the date of demand by either party
for arbitration, mutually select one independent, qualified arbitrator. Each
party reserves the right to object to any individual arbitrator who shall be
employed by or affiliated with a competing organization. In the event objection
is made, the Association shall resolve any dispute regarding the propriety of an
individual arbitrator acting in that capacity. Company shall bear the expenses
of the arbitrator. Hearings in the proceeding shall commence within 120 days of
the selection of the arbitrator.


                                      -3-





         Arbitration shall take place in Boston, Massachusetts. At the request
of either party, arbitration proceedings will be conducted confidentially; in
such case all documents, testimony and records shall be received, heard and
maintained by the arbitrators in confidence under seal, available for the
inspection only by the Association, the parties and their respective attorneys
and their respective experts who shall agree in advance and in writing to
receive all such information confidentially and to maintain such information in
confidence. The arbitrator shall be able to decree any and all relief of an
equitable and legal nature, including but not limited to such relief as a
temporary restraining order, a temporary and/or a permanent injunction, and
shall also be able to award damages, with or without an accounting and costs.

         Reasonable notice of the time and place of arbitration shall be given
to all persons, other than the parties, as shall be required by law, in which
case such persons or those authorized representatives shall have the right to
attend and/or participate in all the arbitration hearings in such manner as the
law shall require.

         EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION 6, WHICH DISCUSSES
ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE
AGREES, EXCEPT AS SET FORTH IN SECTION 1(e) ABOVE, TO SUBMIT ANY CLAIMS ARISING
OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE
INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO A BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A
WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL
DISPUTES RELATING TO THIS AGREEMENT.

         6.0 MISCELLANEOUS.

              6.1 SEVERABILITY. If any portion of this Agreement is held by a
court of competent jurisdiction to conflict with any federal, state or local
law, such portion of this Agreement shall be of no force or effect and this
Agreement shall otherwise remain in full force and effect and be construed as if
such portion had not been included in this Agreement.

              6.2 NO ASSIGNMENT. Employee shall not assign this Agreement or any
rights or obligations under this Agreement without the prior written consent of
Parent and PictureTel.

              6.3 NOTICE. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):


                                      -4-





                                    (A)     if to Parent, to:

                                            Polycom, Inc.
                                            1565 Barber Lane
                                            Milpitas, CA  95035
                                            Attention:  Bill Paape
                                            Telephone No.:  (408) 526-9000
                                            Facsimile No.:  (408)526-9100

                                            with a copy to:

                                            Wilson Sonsini Goodrich & Rosati
                                            650 Page Mill Road
                                            Palo Alto, California 94304-1050
                                            Attention: Mark A. Bertelsen, Esq.
                                            Telephone No.:  (650) 493-9300
                                            Facsimile No.:  (650) 493-6811

                                            if to Employee to:

                                            Dalton Edgecomb
                                            4B Broad St.
                                            Newburyport, MA 01950
                                            ------------------------------------
                                            ------------------------------------
                                            Telephone No.:
                                                           ---------------------
                                            Facsimile No.:
                                                           ---------------------

                                            with a copy to:

                                            ------------------------------------
                                            ------------------------------------
                                            ------------------------------------
                                            ------------------------------------
                                            ------------------------------------
                                            Attention:
                                                      --------------------------
                                            Telephone No.:
                                                           ---------------------
                                            Facsimile No.:
                                                           ---------------------

              6.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement
and understanding of the parties and supersedes all prior discussions,
agreements and understandings


                                      -5-





relating to the subject matter of this Agreement. This Agreement may not be
changed or modified, except by an agreement in writing executed by Parent and
Employee.

              6.5 WAIVER OF BREACH. The waiver of a breach of any term or
provision of this Agreement, which must be in writing, shall not operate as or
be construed to be a waiver of any other previous or subsequent breach of this
Agreement.

              6.6 GOVERNING LAW. This Agreement shall be governed, construed and
enforced by the internal laws of the State of Massachusetts without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Massachusetts or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Massachusetts. Employee
hereby consents to the personal jurisdiction of the state and federal courts
located in the State of Massachusetts for any action or proceeding arising from
or relating to this Agreement or relating to any arbitration in which the
parties are participants.

              6.7 HEADINGS. All captions and section headings used in this
Agreement are for convenient reference only and do not form a part of this
Agreement.

              6.8 COUNTERPARTS. This Agreement may be executed in counterparts,
and each counterpart shall have the same force and effect as an original and
shall constitute an effective, binding agreement on the part of each of the
undersigned.

              6.9 ATTORNEYS FEES. In the event of any action under this
Agreement, each party shall bear their respective expenses.






                                      -6-






         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

POLYCOM, INC.                              EMPLOYEE


By:
   ---------------------------------       -------------------------------------
   Name:
   Title:
                                           -------------------------------------
                                                        (Print Name)

PICTURETEL CORPORATION


By:
   ---------------------------------
   Name:
   Title:





                  [SIGNATURE PAGE TO NON-COMPETITION AGREEMENT]

EX-99.14

                                                             Exhibit 99.14

                              AMENDED AND RESTATED

                  EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT

         THIS AMENDED AND RESTATED AGREEMENT (the "Agreement") dated and
effective May 24, 2001 is made by and between PictureTel Corporation, a Delaware
Corporation, (the "Company") and Lewis Jaffe ("Executive").

         WHEREAS, the Company, Pharaoh Acquisition Corporation and Polycom, Inc.
("Polycom") have entered into an Agreement and Plan of Merger (the "Merger
Agreement"), which requires, among other things, that Executive enter into this
Amended and Restated Executive Change in Control Agreement as a condition to the
closing of the merger contemplated by the Merger Agreement (the "Merger") (the
"Closing");

         WHEREAS, Polycom has, in the Merger Agreement, expressly agreed to
assume PictureTel's obligations under this Agreement and agreed to perform under
this Agreement in the same manner and to the same extent that PictureTel would
be required to perform if the Merger had not occurred;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
Company and the Executive hereby agree as follows:

         1.0 DEFINED TERMS. The definition of capitalized terms used in this
Agreement is provided in the last Section hereof and throughout the document
enclosed in quotation marks inside parentheses.

         2.0 TERM OF AGREEMENT. This Agreement shall be effective immediately
prior to the signing by all the parties thereto of the Merger Agreement and
shall continue in effect from such time until six months following the Closing;
provided, however, that if the Merger is not consummated within one year
following the signing of the Merger Agreement or if, earlier, the Company is
acquired by an entity not affiliated with Polycom then this Amended and Restated
Agreement shall become void and without further force and effect and the terms
of the prior Executive Officer Change in Control Agreement shall be reinstated
in their entirety and shall govern.

         3.0 COMPANY'S COVENANTS SUMMARIZED; EMPLOYMENT TERMS. In order to
induce the Executive to remain in the employ of the Company and in consideration
of the Executive's covenants set forth in Section 7 hereof and Appendix IV
hereto, and in the event Executive is to receive severance payments, in
consideration of Executive's entering into a standard form of release of claims
attached as Appendix III hereto, the Company agrees, under the conditions
described herein, to pay the Executive the "Severance and Retention Payments"
described in Section 6.2 hereof and the other payments and benefits described
herein in the event the Executive's employment continues or pursuant to certain
terminations of employment during the term of this Agreement. Except with
respect to Retention Payments payable under Section 6.0 hereof, no amount or
benefit shall be payable under this Agreement unless there shall have been (or,
under the terms hereof, there shall be deemed to have been) a termination of the
Executive's employment




during the term of this Agreement. This Agreement shall not be construed as
creating an express or implied contract of employment prior to or following the
date of the Merger and subject to the Company providing severance benefits as
required hereunder and, subject to the notice requirements hereof, Executive's
employment with the Company shall be "at-will" and may be terminated either by
the Company or Executive at any time, with or without cause.

         3.1 As consideration for entering into this Amended and Restated Change
in Control Agreement, the Company agrees to pay Executive the sum of $2,500.00
prior to the Merger.

         3.2 On and after the Closing, the Company agrees to employ the
Executive, and the Executive hereby accepts employment with the Company, in the
position set forth in Appendix I hereto and the Executive agrees to assume and
discharge such responsibilities, and perform such duties, as are commensurate
with such position; PROVIDED, HOWEVER, that, subject to Executive's right to
terminate for Good Reason , the Company or Polycom shall have the right to
revise such position, responsibilities and duties from time to time as the
Company may reasonably deem appropriate. The Executive shall (i) carry out his
duties and responsibilities hereunder faithfully, diligently and competently,
(ii) devote his full time and attention to the business and affairs of the
Company, (iii) use his best efforts, skills and abilities to promote the
Company's interests, and (iv) comply in all material respects with the written
operating policies and practices of the Company generally applicable to all
Company employees and as from time to time in effect during the term of this
Agreement.

         3.3 The Executive shall perform his duties hereunder at Andover,
Massachussetts or at a location that is mutually agreed by the Company and the
Executive.

         3.4 Executive shall maintain the confidentiality of all confidential
and proprietary information of the Company, and on or prior to the Closing, but
effective at the Closing, shall execute and deliver to Polycom its standard
Proprietary Information and Invention Agreement in the form attached hereto as
Appendix II (the "CONFIDENTIALITY AGREEMENT"). Such obligations shall survive
any termination of Executive's employment relationship or of this Agreement and
shall be in addition to, and not in substitution of, any agreements currently in
effect between Executive and the Company.

     4.0 COMPENSATION AND BENEFITS.

         4.1 The Company shall pay the Executive as compensation for his
services a base salary at the annualized rate set forth on Appendix I hereto
(the "Base Salary"). Such salary shall be subject to applicable tax withholding
and shall be paid periodically in accordance with the Company's standard payroll
practices. Such annual compensation shall be reviewed annually for increases
(but not decrease) in the discretion of Management. In conducting any such
annual review, Management shall take into account any increase in Executive's
responsibilities, the performance of the Executive and/or other pertinent
factors. Following the Merger, Executive shall not be eligible to participate in
Polycom's Senior Management Incentive Compensation Plan ("SMICOM").


                                      -2-



         4.2 Executive will be entitled to receive such employee benefits as are
made available by the Company to its other employees and managers. Executive
shall be entitled, to the extent eligible under the terms of the applicable
plans, to participate in all pension and welfare plans, including any group
medical, dental, life insurance and disability insurance plans, or similar
benefit plans of the Company and/or Polycom that are made available to other
similarly situated employees. Participation in any such benefits and plans shall
be consistent with Executive's rate of compensation to the extent that
compensation is a determinative factor with respect to participation and/or
coverage under any such benefit or plan and Executive shall be credited for the
time the Executive has been an employee of PictureTel.

         4.3 The Company shall reimburse Executive for all reasonable business
expenses incurred and paid by Executive in the performance of services hereunder
in accordance with the Company's expense reimbursement policy as from time to
time in effect.

     5.0 COMPENSATION OTHER THAN SEVERANCE OR RETENTION PAYMENTS.

         5.1 In the event of Executive's death or a termination of Executive's
employment due to the Executive's Disability, no compensation or payments will
be made to the Executive other than those to which he is entitled under the
Company's existing benefit plans and policies at the time of such termination
and other than any compensation or payments accrued under this Agreement up to
the date of termination of his employment and unpaid at the date of such
termination.

         5.2 If Executive's employment shall be terminated for any reason, the
Company shall pay the Executive's full salary to the Executive through the Date
of Termination at the rate in effect at the time the Notice of Termination is
given, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of any compensation or benefit
plan, program, agreement or arrangement maintained by the Company prior to the
Date of Termination; provided that severance and retention benefits shall only
be payable to Executive during the term of this Agreement pursuant to Section
6.0 of this Agreement; and Executive expressly waives the right to receive any
severance benefits under all other plans, programs, arrangements and agreements
during the term of this Agreement, including, without limitation, the PictureTel
Key Employee Change in Control Severance Plan and PictureTel Severance Plan.

         5.3 If Executive's employment shall be terminated for any reason, the
Company shall also pay Executive's normal post-termination compensation and
benefits to Executive as such payments become due. Such post-termination
compensation and benefits shall be determined under, and paid in accordance
with, the Company's retirement, insurance and other compensation or benefit
plans, programs and arrangements; provided that severance and retention benefits
shall only be payable to Executive pursuant to Section 6.0 of this Agreement.

     6.0 SEVERANCE AND RETENTION PAYMENTS.

         6.1 Subject to Executive's continued employment with the Company,
Polycom or an affiliate thereof for six (6) months following the Closing (the
"Post-Closing Employment Period"), in addition to any Base Salary earned by
Executive by virtue of his continued employment with the Company, Polycom or an
affiliate thereof during the Post-Closing Employment Period, the


                                      -3-



Company shall commence payment of the Total Severance and Retention Payments
beginning with the first Polycom payroll payment following the Closing. Such
Base Salary and Total Severance and Retention Payments shall continue to be paid
to Executive during the Post-Closing Employment Period so long as Executive's
employment does not terminate (i) for Cause, (ii) voluntarily by Executive other
than for Good Reason, or (iii) pursuant to Executive's death or Disability. In
the event of Executive's employment during the Post-Closing Termination Period
is terminated (i) by the Company other than for Cause, or (ii) by Executive for
Good Reason, then subject to (i) Executive entering into a release of claims in
substantially the form attached hereto as Appendix III, and (ii) Executive not
breaching the Non-Compete and Non-Solicit covenants of Section 7.0 hereof and
Appendix VII hereto, the Company shall pay the Executive the unpaid balance of
the Total Severance and Retention Payments described in Section 6.2 (i.e., the
Total Severance and Retention Payments minus the amount of any Severance
Retention Payments previously paid to Executive during the Post-Closing
Employment Period) over the period remaining period until two years following
the Closing. No Severance and Retention Payments shall be payable pursuant to
this Agreement following the second anniversary of the Closing. In the event
Executive's employment with the Company, Polycom or its affiliates terminates
for any or no reason after the Post-Closing Employment Period and prior to the
second anniversary of the Closing, Executive shall receive the balance of his
Total Severance and Retention Payments through the second anniversary of the
Closing. The Executive's employment shall be deemed to have been terminated
following a Change in Control by the Company without Cause or by the Executive
with Good Reason if the Executive's employment is terminated prior to the Merger
without Cause at the express direction (or action which constitutes an express
direction) of Polycom. The Total Severance and Retention Payments, if any,
payable under this Section 6.1 will be paid in substantially equal increments on
the same payroll cycle as applies to active Polycom employees over a period of
up to two years following the Closing.

         6.2 The Total Severance and Retention Payments shall be equal to two
(2) times the sum of (a) the higher of the Executive's annual base salary in
effect immediately prior to the occurrence of the event or circumstance upon
which the Notice of Termination is based or in effect immediately prior to the
Change in Control, and (b) the higher of the highest annual bonus paid to the
Executive in the three years preceding the year in which the Date of Termination
occurs or paid in the three years preceding the year in which the Change in
Control occurs (the "Total Severance and Retention Payments").

         6.3 In the event Executive is eligible to receive Severance and
Retention Payments following his termination of employment pursuant to Section
6.1, then for the identical time period over which Executive receives such
post-termination Severance and Retention Payments (the "Severance Period"), the
Company shall arrange to provide the Executive with medical and dental insurance
benefits substantially similar to those which the Executive is receiving
immediately prior to the termination of employment. Benefits otherwise
receivable by the Executive pursuant to this Section 6.4 shall be reduced to the
extent comparable benefits are actually received by or made available to the
Executive without cost during the Severance Period (and any such benefits
actually received by the Executive shall be reported to the Company by the
Executive). If the benefits provided to the Executive under this Section 6.3
shall result in a decrease, pursuant to Section 6.4, in the Severance and
Retention Payments or the severance payments otherwise payable pursuant to
Section 6.2 and these Section 6.3 benefits are thereafter reduced pursuant to
the immediately


                                      -4-



preceding sentence because of the receipt of comparable benefits, the Company
shall, at the time of such reduction, pay to the Executive the lesser of (a) the
amount of the decrease made in the Severance and Retention Payments or severance
payments pursuant to Section 6.4, or (b) the maximum amount which can be paid to
the Executive without being, or causing any other payment to be, nondeductible
by reason of section 280G of the Code.

         6.4 Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive' s
employment (whether or not received pursuant to the terms of this Agreement)
(all such payments and benefits, including but not limited to the Total
Severance and Retention Payments, being hereinafter called the "Total Payments")
would be subject in whole or in part to the Excise Tax, then the Total Severance
and Retention Payments shall be reduced to the extent, but only to the extent,
necessary so that no portion of the Total Payments is subject to the Excise Tax;
provided, that no such reduction shall be effected unless the net amount of the
Total Payments after such reduction in the Total Severance and Retention
Payments and after deduction of the net amount of federal, state and local
income taxes on such reduced Total Payments would be greater than the excess of
(a) the net amount of the Total Payments without such reduction in the Total
Severance and Retention Payments but after deduction of the net amount of
federal, state and local income taxes (other than the Excise Tax) on such
unreduced Total Payments, over (b) the Excise Tax to which the Total Payments
are subject. The determination as to whether a reduction in Severance Payments
is to be made under this Section 6.4 and, if so, the amount of any such
reduction shall be made by the Company's auditors or by such other firm of
certified public accountants, benefits consulting firm or legal counsel as the
Board may designate prior to the Change in Control.

         The Company shall provide the executive with its calculations of the
amounts referred to in this Section 6.4 and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.

     7.0 NO CONFLICTING EMPLOYMENT; NON-SOLICITATION OF EMPLOYEES.

         7.1 During Executive's employment during the term of this Agreement,
Executive will not engage in any other employment, occupation, consulting or
other business activity directly or indirectly related to the business in which
the Polycom or PictureTel is now involved or becomes involved during the term of
this Agreement, nor will Executive engage in any other activities that conflict
with his obligations to Polycom or PictureTel.

         7.2 Executive further agrees that for a period of one (1) year
immediately following the termination of his employment relationship with the
Company for any reason, whether with or without Cause, Executive will not (i)
either directly or indirectly hire, solicit, induce, recruit or encourage any of
the Company's or Polycom's employees to leave their employment, or attempt to
solicit, induce, recruit, encourage any employees of the Company or Polycom to
leave their employment, either for himself or for any other person, firm,
corporation or other entity, or (ii) knowingly and intentionally interfere in
any manner with the contractual or employment relationship between the Company
or Polycom and any employee, supplier or customer of the Company or Polycom..

         7.3 Executive agrees to sign and deliver to Polycom the Non-Competition
Agreement attached hereto as Appendix IV on or prior to the Closing, but
effective as of the Closing.

     8.0 TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.

         8.1 NOTICE OF TERMINATION. After the signing of the Merger Agreement
and during the term of this Agreement, any purported termination of the
Executive's employment (other than by reason of death) shall be communicated by
written Notice of Termination from one party hereto to the other party hereto in
accordance with Section 11 hereof. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated.

         8.2 DATE OF TERMINATION. "Date of Termination", with respect to any
purported termination of the Executive's employment after a Change in Control
during the term of this Agreement, shall mean:

              (A) If the Executive's employment is terminated for Disability,
thirty (30) days after Notice of Termination is given (provided that the
Executive shall not have returned to the full-time performance of the
Executive's duties during such thirty (30) day period), and

              (B) If the Executive's employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall not be less than thirty (30) days (except in
the case of a termination for Cause, in which case the termination may be
effective immediately) and, in the case of a termination by the Executive, shall
not be less than fifteen (15) days nor more than sixty (60) days, respectively,
from the date such Notice of Termination is given).

         9.0 NO MITIGATION. The Company agrees that, if the Executive's
employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section
6.0. Further, the amount of any payment or benefit provided for in Section 6.0
(other than Section 6.4) shall not be reduced by any compensation earned by the
Executive as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Executive to
the Company, or otherwise.

     10.0 SUCCESSORS; BINDING AGREEMENT.

         10.1 In addition to any obligations imposed by law upon any successor
to the Company, the Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such


                                      -6-



succession shall be a breach of this Agreement and shall entitle the Executive
to compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder if the Executive were to terminate his
employment for Good Reason after a Change in Control, except that, for purposes
of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. In any event this agreement
shall be binding upon the Company and any successors or assignee.

         10.2 This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive shall die
while any amount would still be payable to Executive hereunder (other than
amounts which, by their terms, terminate upon the death of the Executive) if
Executive had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
executors, personal representatives or administrators of Executive's estate.

     11.0 NOTICES. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in hand or one day after sending
by Federal Express overnight delivery service, addressed to the respective
addresses set forth below, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon actual receipt:

                                    To the Company:

                                    PictureTel Corporation
                                    100 Minuteman Road
                                    Andover, Massachusetts 01810
                                    Attention: General Counsel

                                    cc:

                                    Polycom, Inc.
                                    1565 Barber Lane
                                    Milpitas, CA  95035
                                    Attention: Bill Paape

                                    To the Executive:

                                    Lewis Jaffe
                                    47 Gerald Road
                                    Marblehead, MA 01945


                                      -7-



     12.0 MISCELLANEOUS. No provision of this Agreement may be modified or
waived unless such waiver or modification is agreed to in writing and signed by
the Executive and such officer as may be specifically designated by the Board.
No waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. The Amendment and Restatement of this Agreement (including the appendices
hereto) supersedes and replaces in its entirety the Executive Officer Change in
Control Agreement in effect prior to the parties hereto entering into this
Amended and Restated Agreement, subject to the reinstatement of the prior
agreement as provided in Section 2. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party or by Polycom which are not expressly set forth in
this Agreement (including the appendices hereto). The laws of the Commonwealth
of Massachusetts shall govern the validity, interpretation, construction and
performance of this Agreement and the Agreement shall be an instrument under
seal. All references to sections of the Exchange Act or the Code shall be deemed
also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law and any additional withholding to which the
Executive has agreed. The obligations of the Company and Executive under
Sections 5.0, 6.0, 7.0 and 15.0 and Appendices II, III and IV hereto shall
survive the expiration of the term of this Agreement.

     13.0 VALIDITY. The invalidity or unenforceability or any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect. In addition, if
any provision of this Agreement is held invalid or unenforceable by a court of
competent jurisdiction, then such provision shall be deemed modified to the
extent necessary to enable such provision to be valid and enforceable.

     14.0 COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

     15.0 SETTLEMENT OF DISPUTES; ARBITRATION. All claims by Executive for
benefits under this Agreement shall be directed to the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon. The Board then shall afford a reasonable opportunity to Executive for a
review of the decision denying a claim and shall further allow Executive to
appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board that Executive's claim has been denied. Any further
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Boston, Massachusetts in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction;
provided, however, that Executive shall be entitled to seek specific performance
of Executive's right to be paid until the Date of Termination during the
pendency of


                                      -8-



any dispute or controversy arising under or in connection with this Agreement in
such arbitration or by a proceeding in the federal court in Boston or the
Massachusetts state court in Essex County.

     16.0 DEFINITIONS. For purposes of this Agreement, the following terms shall
have the meanings indicated below:

              (A) "Base Amount" shall have the meaning defined in section
280G(b)(3) of the Code.

              (B) "Beneficial Owner" shall have the meaning defined in Rule
13d-3 under the Exchange Act.

              (C) "Board" shall mean the Board of Directors of the Company.

              (D) "Cause" for termination by the Company of Executive's
employment, after any Change in Control, shall mean:

                   (i) the willful and continued failure by Executive to
substantially perform Executive's duties with the Company (other than any such
failure resulting from Executive's incapacity due to physical or mental illness
or any such actual or anticipated failure after the issuance of a Notice of
Termination for Good Reason by Executive pursuant to Section 8.1) after a
written demand for substantial performance is delivered to Executive by the
Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed Executive's duties,
or

                   (ii) the willful engaging by Executive in conduct which is
demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise.

For purposes of clauses (i) and (ii) of this definition, no act, or failure to
act, on Executive's part shall be deemed "Willful" unless done, or omitted to be
done, by Executive not in good faith and without reasonable belief that the
Executive's act, or failure to act, was in the best interest of the Company.

              (E) A "Change in Control", shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:

                   (i) any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing twenty-five (25)
percent or more of the combined voting power of the Company's then outstanding
securities; or

                   (ii) during any period of not more than two consecutive years
(not including any period prior to the execution of this Agreement), individuals
who at the beginning of such period constitute the Board and any new director
(other than a director designated by a Person who has entered into an agreement
with the Company to effect a transaction described in clause (i), (ii) or (iii)
of this Section 16(E)) whose election by the Board or nomination for election by
the Company's stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still


                                      -9-



in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or

                   (iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (a) 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) sixty (60) percent or more of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no Person acquires twenty-five (25) percent or more of the combined
voting power of the Company's then outstanding securities; or

                   (iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets.

              (F) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

              (G) "Company" shall mean PictureTel Corporation and any successor
to its business and/or assets which assumes and agrees to perform this Agreement
by operation of law, or otherwise (except in determining, under Section 16(E)
hereof, whether or not any Change in Control of the Company has occurred in
connection with such succession).

              (H) "Date of Termination" shall have the meaning stated in Section
8.2 hereof.

              (I) "Disability" shall be deemed the reason for the termination by
the Company of the Executive's employment, if, as a result of the Executive's
incapacity due to physical or mental illness, the Executive shall have been
absent from the full-time performance of the Executive's duties with the Company
for a period of three (3) consecutive months, the Company shall have given the
Executive a Notice of Termination for Disability, and, within thirty (30) days
after such Notice of Termination is given, the Executive shall not have returned
to the full-time performance of the Executive's duties.

              (J) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

              (K) "Excise Tax" shall mean any excise tax imposed under section
4999 of the Code.

              (L) "Executive" shall mean the individual named in the first
paragraph of this Agreement.

              (M) "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one


                                      -10-



of the following acts by the Company, or failures by the Company to act, unless,
(a) in the case of any act or failure to act described in paragraph (i), (ii),
(iii), (iv), (v), (vi), or (vii), below, such act or failure to act is corrected
prior to the Date of Termination specified in the Notice of Termination given in
respect thereof, or (b) such termination occurs more than 90 days after one of
the following acts by the Company or failure by the Company to act:

                   (i) the assignment to the Executive of any duties
inconsistent with the Executive's status as a senior executive officer of the
Company or a substantial adverse alteration in the nature or status of the
Executive's responsibilities from those in effect immediately prior to the
Change in Control; provided, however that Executive's continuing position as
President and Chief Operating Officer following the signing of the Merger
Agreement and Executive's position as Merger Transition and Integration
Officer on and after the Closing, and the assignment of duties consistent
with such positions shall not constitute Good Reason or a substantial adverse
alteration in the nature or status of the Executive's responsibilities from
those in effect prior to the Change in Control; provided, further that,
following the Merger, Executive may be re-assigned to another position in the
Company or Polycom of approximately commensurate grade and status and that
such re-assignment, or the attendant duties assigned thereto, shall not
constitute Good Reason;

                   (ii) a reduction by the Company in the Executive's annual
base salary as in effect on the date hereof or as the same may be increased from
time to time;

                   (iii) the relocation of the Company's principal executive
offices to a location more than thirty (30) miles) from the location of such
offices immediately prior to the Change in Control or the Company's requiring
the Executive to be based anywhere other than the Company's principal executive
offices, except for required travel on the Company's business to an extent
substantially consistent with the Executive's present business travel
obligations;

                   (iv) the failure by the Company, without the Executive's
consent, to pay to the Executive any portion of the Executive's current
compensation, or to pay to the Executive any portion of an installment of
deferred compensation under any deferred compensation program of the Company,
within seven (7) days of the date such compensation is due;

                   (v) the failure by the Company to continue to provide the
Executive with benefits substantially similar in the aggregate to those enjoyed
by the Executive under any of the Company's pension, life insurance, medical,
health and accident, or disability plans in which the Executive was
participating at the time of the Change in Control, the taking of any action by
the Company which would directly or indirectly materially reduce the aggregate
value of such benefits, or the failure by the Company to provide the Executive
with the number of paid vacation days to which the Executive is entitled on the
basis of years of service with the Company in accordance with the Company's
normal vacation policy in effect at the time of the Change in Control; or

                   (vi) any purported termination of the Executive's employment
that is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 8.1; for purposes of this Agreement, no such purported
termination shall be effective.


                                      -11-



The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness. Except with respect to the 90 day window period referred to above in
the first paragraph of this section, the Executive's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.

              (N) "Notice of Termination" shall have the meaning stated in
Section 7.1 hereof.

              (O) "Person" shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
however, a Person shall not include:

                   (i) the Company,

                   (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or

                   (iii) a Corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.

                   (iv) "Potential Change in Control," shall be deemed to have
occurred upon the signing of the Merger Agreement by the parties thereto.

              (P) "Total Payments" shall mean those payments described in
Section 6.5 hereof.

                                   PictureTel Corporation

                                   By /s/ Norman E. Gaut
                                      ---------------------------------
                                   Name:    Norman E. Gaut
                                   Title:   Chairman of the Board of Directors,
                                   President and Chief Executive Officer

                                   /s/ Lewis Jaffe
                                   ------------------------------------
                                   Lewis Jaffe


                                      -12-



                                   APPENDIX I

         Merger and Transition Officer

         Salary: $280,000


                                      -1-



                                   APPENDIX II

             Form of Proprietary Information and Invention Agreement

                             PROPRIETARY INFORMATION

                             AND INVENTION AGREEMENT

      The following confirms an agreement between me and Polycom, Inc., a
Delaware corporation (the "Company"), which is a material part of the
consideration for my employment by the Company:

         A.   I understand that the Company possesses Proprietary Information
              which is important to its business. For purposes of this
              Agreement, "Proprietary Information" is information that was
              developed, created, or discovered by the Company, or which became
              known by or was conveyed to the Company and is not in the public
              domain, which has commercial value in the Company's business.
              "Proprietary Information" includes, but is not limited to, trade
              secrets, copyrights, ideas, techniques, know-how, inventions
              (whether patentable or not), and/or any other information of any
              type relating to designs, configurations, toolings, documentation,
              recorded data, schematics, source code, object code, master works,
              master databases, algorithms, flow charts, formulae, works of
              authorship, mechanisms, research, manufacture, improvements,
              assembly, installation, marketing, forecasts, pricing, customers,
              the salaries, duties, qualifications, performance levels, and
              terms of compensation of other employees, and/or cost or other
              financial data concerning any of the foregoing or the Company and
              its operations generally. I understand that my employment creates
              a relationship of confidence and trust between me and the Company
              with respect to Proprietary Information.

         B.   I understand that the Company possesses "Company Documents" which
              are important to its business. For purposes of this Agreement,
              "Company Documents" are documents or other media that contain
              Proprietary Information or any other confidential information
              concerning the business, operations or plans of the Company,
              whether such documents have been prepared by me or by others.
              "Company Documents" include, but are not limited to, blueprints,
              drawings, photographs, charts, organization charts, graphs,
              notebooks, customer lists, computer disks, tapes or printouts,
              sound recordings and other printed, typewritten or handwritten
              documents.

         C.   In consideration of my employment by the Company and the
              compensation received by me from the Company from time to time, I
              hereby agree as follows:

              1.   All Proprietary Information and all patents, copyrights and
                   other rights in connection therewith shall be the sole
                   property of the Company. I hereby assign to the Company any
                   rights I may have or acquire in such Proprietary Information.
                   At all times, both during my employment by the


                                      -1-



                   Company and after its termination, I will keep in confidence
                   and trust and will not use or disclose any Proprietary
                   Information without the prior written consent of an officer
                   of the Company, except as may be necessary in the ordinary
                   course of performing my duties to the Company. Nothing
                   contained herein will prohibit an employee from disclosing to
                   anyone the amount of his or her wages.

              2.   All Company Documents shall be the sole property of the
                   Company. I agree that during my employment by the Company, I
                   will not remove any Company Documents from the business
                   premises of the Company or deliver any Company Documents to
                   any person or entity outside the Company, except as I am
                   required to do in connection with performing the duties of my
                   employment. I further agree that, immediately upon the
                   termination of my employment by me or by the Company for any
                   reason, or during my employment if so requested by the
                   Company, I will return all Company Documents, apparatus,
                   equipment and other physical property, or any reproduction of
                   such property, excepting only (i) my personal copies of
                   records relating to my compensation; (ii) my personal copies
                   of any materials previously distributed generally to
                   stockholders of the Company; and (iii) my copy of this
                   Agreement, and further excepting any Company Document that
                   may be relevant to any litigation that may arise between me
                   and the Company in connection with my employment or the
                   termination of my employment with the Company.

              3.   I will promptly disclose in writing to my immediate
                   supervisor, with a copy to the President of the Company, or
                   to any persons designated in writing by the Company, all
                   "Inventions," which includes all improvements, inventions,
                   works of authorship, mask works, computer programs, formulas,
                   ideas, processes, techniques, know-how and data, whether or
                   not patentable, made or conceived or reduced to practice or
                   developed by me, either alone or jointly with others, during
                   the term and in the course of my employment. I will also
                   disclose to the President of the Company all things that
                   would be Inventions if made during the term of my employment,
                   conceived, reduced to practice, or developed by me within six
                   (6) months of the termination of my employment with the
                   Company. Such disclosures shall be received by the Company in
                   confidence and do not extend the assignment made in Section 4
                   below. I will not disclose Inventions to any person outside
                   the Company unless I am requested to do so by management
                   personnel of the Company.

              4.   I agree that all Inventions which I make, conceive, reduce to
                   practice or develop (in whole or in part, either alone or
                   jointly with others) during my employment shall be the sole
                   property of the Company to the maximum extent permitted by
                   applicable California law and hereby assign such


                                      -2-



                   Inventions and all rights therein to the Company. I agree to
                   assign to the Company all patents, copyrights and other
                   intellectual property or other rights in connection with such
                   Inventions that are the property of the Company.

              5.   I agree to perform, during and after my employment, all acts
                   deemed necessary or desirable by the Company to permit and
                   assist it, at the Company's expense, in obtaining,
                   maintaining, defending and enforcing patents, copyrights or
                   other rights in such Inventions and improvements in any and
                   all countries. Such acts may include, but are not limited to,
                   execution of documents and assistance or cooperation in legal
                   proceedings. I hereby irrevocably designate and appoint the
                   Company and its duly authorized officers and agents, as my
                   agents and attorneys-in-fact to act for and in my behalf and
                   instead of me, to execute and file any documents and to do
                   all other lawfully permitted acts to further the above
                   purposes with the same legal force and effect as if executed
                   by me.

              6.   I have attached hereto a complete list of all Inventions to
                   which I claim ownership and that I desire to remove from the
                   operation of this Agreement, and I acknowledge and agree that
                   such list is complete. If no such list is attached to this
                   Agreement, I represent that I have no such Inventions at the
                   time of signing this Agreement.

              7.   During the term of my employment and for one (1) year
                   thereafter, I will not encourage or solicit any employee of
                   the Company to leave the Company for any reason. However,
                   this obligation shall not affect any responsibility I may
                   have as an employee of the Company with respect to the bona
                   fide hiring and firing of Company personnel.

              8.   I agree that during my employment with the Company I will not
                   engage in any employment, business, or activity that is in
                   any way competitive with the business of the Company, and I
                   will not materially assist any other person or organization
                   in competing with the Company or in preparing to engage in
                   competition with the business of the Company. The provisions
                   of this paragraph shall apply both during normal working
                   hours and at all other times including, but not limited to,
                   nights, weekends and vacation time, while I am employed by
                   the Company.

              9.   I represent that my performance of all the terms of this
                   Agreement will not breach any agreement to keep in confidence
                   proprietary information acquired by me in confidence or in
                   trust prior to my employment by the Company. I have not
                   entered into, and I agree I will not enter into, any
                   agreement either written or oral in conflict herewith or in
                   conflict with my employment with the Company.


                                      -3-



         D.   I agree that this Agreement does not purport to set forth all of
              the terms and conditions of my employment, and that as an employee
              of the Company I have obligations to the Company unrelated to the
              subject matter hereof which are not set forth in this Agreement.

         E.   I agree that my obligations under paragraphs C(1) through C(5) of
              this Agreement shall continue in effect during my employment and
              for a period of two (2) years thereafter, regardless of the reason
              or reasons for termination, and whether such termination is
              voluntary or involuntary on my part, and that the Company is
              entitled to communicate my obligations under this Agreement to any
              future employer or potential employer of mine.

         F.   I agree that any dispute in the meaning, effect or validity of
              this Agreement shall be resolved in accordance with the laws of
              the State of California without regard to the conflict of laws
              provisions thereof. I further agree that if one or more provisions
              of this Agreement are held to be unenforceable under applicable
              California law, such provision(s) shall be excluded from this
              Agreement and the balance of the Agreement shall be interpreted as
              if such provision were so excluded and shall be enforceable in
              accordance with its terms.

         G.   This Agreement shall be effective as of the date I execute this
              Agreement and shall be binding upon me, my heirs, executors,
              assigns, and administrators and shall inure to the benefit of the
              Company, its subsidiaries, successors and assigns.

         H.   This Agreement can only be modified by a subsequent written
              agreement executed by me and the President of the Company.

         I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. EXCEPT FOR THE
AGREEMENTS CONTAINED IN THE EMPLOYMENT AGREEMENT TO WHICH THIS AGREEMENT IS A
SCHEDULE, NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO
SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.

- -------------  ----------------------------------  ----------------------------
    DATE                  PRINT NAME                        SIGNATURE

Accepted and Agreed to:
Polycom, Inc.

By:
   ---------------------


                                      -4-



                                    EXHIBIT A

1.   The following is a complete list of all inventions or improvements relevant
     to the subject matter of my employment by Polycom, Inc. (the "Company")
     that have been made or conceived or first reduced to practice by me alone
     or jointly with others prior to my employment by the Company that I desire
     to remove from the operation of the Company's Proprietary Information and
     Inventions Agreement.

           |_| No inventions or improvements.
           |_| See below
           |_| Additional sheets attached.

2.   I propose to bring to my employment the following materials and documents
     of a former employer:

           |_| No materials or documents.
           |_| See below:



- --------------------                       ------------------------------------
       DATE                                              SIGNATURE




                                  APPENDIX III

                        SETTLEMENT AGREEMENT AND RELEASE

         This Settlement Agreement and Release ("Agreement") is made by and
between Polycom, Inc. (the "Company"), and Lewis Jaffe ("Employee").

         WHEREAS, Pursuant to the Agreement and Plan of Merger (the "Merger")
between the Company and PictureTel Corporation ("PictureTel"), the Company has
agreed to assume and to perform in the same manner and to the same extent as
PictureTel would have been required to perform had the Merger not been
consummated, the amended and restated Executive Change in Control Agreement
effective immediately prior to the execution of the Merger Agreement;

         NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Employee (collectively referred to as "the Parties") hereby agree as
follows:

         1. TERMINATION. Employee's employment from the Company terminated on
________________.

         2. CONSIDERATION. The Company agrees to pay Employee the Severance
Payments described in such Employee's amended and restated Executive Change in
Control Agreement, pursuant to the terms and conditions of such Executive Change
in Control Agreement.

         3. NO OTHER SEVERANCE PAYABLE. Employee acknowledges that he shall only
be entitled to the Severance Payments in such Employee's amended and restated
Executive Change in Control Agreement. Employee waives any and all other
severance payments in any other agreements entered into between the Employee and
PictureTel, any predecessor corporation thereto, or the Company.

         4. CONFIDENTIAL INFORMATION. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company. Employee shall
return all the Company property and confidential and proprietary information in
his possession to the Company on the Effective Date of this Agreement.

         5. PAYMENT OF SALARY. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee.

         6. RELEASE OF CLAIMS. Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Employee by
the Company. Employee, on behalf of himself, and his respective heirs, family
members, executors and assigns, hereby fully and forever releases the Company
and its past, present and future officers, agents, directors, employees,
investors, shareholders, administrators, affiliates, divisions, subsidiaries,
parents, predecessor and successor corporations, and assigns, from, and agrees
not to sue or otherwise institute or cause to be instituted any legal or
administrative proceedings concerning any claim, duty, obligation or cause of




action relating to any matters of any kind, whether presently known or unknown,
suspected or unsuspected, that he may possess arising from any omissions, acts
or facts that have occurred up until and including the Effective Date of this
Agreement including, without limitation,

              (a) any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship;

              (b) any and all claims relating to, or arising from, Employee's
right to purchase, or actual purchase of shares of stock of the Company,
including, without limitation, any claims for fraud, misrepresentation, breach
of fiduciary duty, breach of duty under applicable state corporate law, and
securities fraud under any state or federal law;

              (c) any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and fair dealing,
both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment; and
conversion;

              (d) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974, The Worker
Adjustment and Retraining Notification Act, the California Fair Employment and
Housing Act, and Labor Code section 201, ET SEQ. and section 970, ET SEQ. and
all amendments to each such Act as well as the regulations issued thereunder;

              (e) any and all claims for violation of the federal, or any state,
constitution;

              (f) any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination; and

              (g) any and all claims for attorneys' fees and costs.

Employee agrees that the release set forth in this section shall be and remain
in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations incurred under this
Agreement or severance payments and benefits due to Employee pursuant to the
Amended and Restated Change in Control Agreement entered into by and between the
Company and PictureTel, and assumed by Polycom. Employee acknowledges and agrees
that any breach of this paragraph shall constitute a material breach of the
Agreement and in the case of a breach by Employee, shall entitle the Company
immediately to recover the monetary consideration discussed in paragraph 2
above. Employee shall also be responsible to the Company for all costs,


                                      -7-



attorneys' fees and any and all damages incurred by the Company (a) enforcing
the obligation, including the bringing of any suit to recover the monetary
consideration, and (b) defending against a claim or suit brought or pursued by
Employee in violation of this provision.

         7. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Employee acknowledges
that he/she is waiving and releasing any rights he/she may have under the Age
Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and
release is knowing and voluntary. Employee and the Company agree that this
waiver and release does not apply to any rights or claims that may arise under
the ADEA after the Effective Date of this Agreement. Employee acknowledges that
the consideration given for this waiver and release Agreement is in addition to
anything of value to which Employee was already entitled. Employee further
acknowledges that he/she has been advised by this writing that (a) he/she should
consult with an attorney PRIOR to executing this Agreement; (b) he/she has
twenty-one (21) days within which to consider this Agreement; (c) he/she has
seven (7) days following the execution of this Agreement by the parties to
revoke the Agreement; and (d) this Agreement shall not be effective until the
revocation period has expired. Any revocation should be in writing and delivered
to the Chief Financial Officer at Polycom, Inc. by close of business on the
seventh day from the date that Employee signs this Agreement.

         8. CIVIL CODE SECTION 1542. Employee represents that he is not aware of
any claims against the Company other than the claims that are released by this
Agreement. Employee acknowledges that he has been advised by legal counsel and
is familiar with the provisions of California Civil Code Section 1542, which
provides as follows:

         A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
         DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
         EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
         MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

         Employee, being aware of said code section, agrees to expressly waive
any rights he may have thereunder, as well as under any other statute or common
law principles of similar effect.

         9. NO PENDING OR FUTURE LAWSUITS. Employee represents that he has no
lawsuits, claims, or actions pending in his name, or on behalf of any other
person or entity, against the Company or any other person or entity referred to
herein. Employee also represents that he does not intend to bring any claims on
his own behalf or on behalf of any other person or entity against the Company or
any other person or entity referred to herein.

         10. APPLICATION FOR EMPLOYMENT. Employee understands and agrees that,
as a condition of this Agreement, he shall not be entitled to any employment
with the Company, its subsidiaries, or any successor, and he hereby waives any
right, or alleged right, of employment or re-employment with the Company.
Employee further agrees that he will not apply for employment with the


                                      -8-



Company, its subsidiaries, its parents, or related companies, or any successor
and will not apply to work as an independent contractor for the Company, its
parents, its subsidiaries or any successor.

         11. CONFIDENTIALITY. Employee agrees to use his best efforts to
maintain in confidence the existence of this Agreement, the contents and terms
of this Agreement, and the consideration for this Agreement (hereinafter
collectively referred to as "Settlement Information"). Employee agrees to take
every reasonable precaution to prevent disclosure of any Settlement Information
to third parties, and agrees that there will be no publicity, directly or
indirectly, concerning any Settlement Information. Employee agrees to take every
precaution to disclose Settlement Information only to those attorneys,
accountants, governmental entities, and family members who have a reasonable
need to know of such Settlement Information.

         12. NO COOPERATION. Employee agrees he will not act in any manner that
might damage the business of the Company. Employee agrees that he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so.

         13. NON-DISPARAGEMENT. Employee agrees to refrain from any defamation,
libel or slander of the Company and its respective officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, and assigns or tortious
interference with the contracts and relationships of the Company and its
respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns.

         14. NO ADMISSION OF LIABILITY. No action taken by the Company, either
previously or in connection with this Agreement shall be deemed or construed to
be (a) an admission of the truth or falsity of any claims heretofore made or (b)
an acknowledgment or admission by the Company of any fault or liability
whatsoever to the Employee or to any third party.

         15. COSTS. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.

         16. ARBITRATION. To the extent permitted by law, the Parties agree that
any and all disputes arising out of the terms of this Agreement, their
interpretation, and any of the matters herein released, including any potential
claims of harassment, discrimination or wrongful termination shall be subject to
binding arbitration, to the extent permitted by law, in Boston, Massachusetts,
before the American Arbitration Association under its National Rules for the
Resolution of Employment Disputes. Employee agrees and hereby waives his right
to jury trial as to matters arising out of the terms of this Agreement and any
matters herein released to the extent permitted by law. The Parties agree that
the prevailing party in any arbitration shall be entitled to injunctive relief
in any court of competent jurisdiction to enforce the arbitration award.


                                      -9-



         17. AUTHORITY. Employee represents and warrants that he has the
capacity to act on his own behalf and on behalf of all who might claim through
him to bind them to the terms and conditions of this Agreement.

         18. NO REPRESENTATIONS. Employee represents that he has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.

         19. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

         20. ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement
represent the entire agreement and understanding between the Company and
Employee concerning Employee's separation from the Company, and supersede and
replace any and all prior agreements and understandings concerning the subject
matter of this Agreement.

         21. NO ORAL MODIFICATION. This Agreement may only be amended in writing
signed by Employee and the President of the Company.

         22. GOVERNING LAW. This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules, of the State of California.

         23. EFFECTIVE DATE. This Agreement is effective eight days after it has
been signed by both Parties.

         24. COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

         25. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto, with the full intent of releasing all claims. The Parties
acknowledge that:

              (a) They have read this Agreement;

              (b) They have been represented in the preparation, negotiation,
and execution of this Agreement by legal counsel of their own choice or that
they have voluntarily declined to seek such counsel;

              (c) They understand the terms and consequences of this Agreement
and of the releases it contains;

              (d) They are fully aware of the legal and binding effect of this
Agreement.


                                      -10-



         IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.

                                          POLYCOM, INC.

Dated:                      , 200         By
                                             -------------------------------

                                                       NAME
                                                       [TITLE]

                                          Lewis Jaffe, an individual


Dated:                      , 200         ----------------------------------
                                                     Lewis Jaffe




                                   APPENDIX IV

                            NON-COMPETITION AGREEMENT

         THIS NON-COMPETITION AGREEMENT (the "AGREEMENT") is made as of the
Effective Date (as defined below) by and between Polycom, Inc., a Delaware
corporation ("PARENT"), PictureTel Corporation, an Delaware corporation
("PictureTel") (Parent and PictureTel are sometimes collectively referred to
herein as the "COMPANY"), and the undersigned individual ("EMPLOYEE").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Reorganization Agreement (as defined below).

                                   BACKGROUND

Parent, PictureTel and Pharaoh Acquisition Corporation, a wholly-owned
subsidiary of Parent ("SUB") have entered into an Agreement and Plan of Merger
and Reorganization dated as of May 24, 2001 (the "REORGANIZATION AGREEMENT"),
whereby Sub will merge with and into PictureTel (the "MERGER"). The Effective
Time of the Merger shall be the "EFFECTIVE Date" of this Agreement.

Parent and Employee acknowledge that it would be seriously detrimental to the
Company if Employee would compete with the Company following the Merger.

In connection with the Merger, to preserve the value of the business being
acquired by Parent, the Reorganization Agreement contemplates, among other
things, that Employee enter into this Agreement and that this Agreement become
effective upon the closing of the Merger.

PictureTel is currently engaged or planning to engage in its business in each of
the fifty (50) states of the United States and internationally. Parent,
following the Merger, will continue conducting such business in all parts of the
United States and internationally.

         NOW THEREFORE, in consideration of the mutual promises made herein,
Parent, PictureTel and Employee (collectively referred to as the "PARTIES")
hereby agree as follows:

     1.0 COVENANT NOT TO COMPETE OR SOLICIT.

         1.1 For the term of Employee's employment with the Company and a period
of twelve (12) months following the cessation of his employment with the Company
(the "NON-COMPETE PERIOD"), Employee shall not directly or indirectly, without
the prior written consent of Parent:

              (A) engage anywhere in the Restricted Territory in (whether as an
employee, agent, consultant, advisor, independent contractor, proprietor,
partner, officer, director or otherwise), or have any ownership interest in
(except for ownership of one percent (1%) or less of any entity whose securities
have been registered under Section 12 of the Securities Exchange Act of 1934, as
amended, or similar laws in other jurisdictions), or participate in the
financing, operation, management or control of, any firm, partnership,
corporation, entity or business that engages or participates in a "Competing
Business Purpose"; or




              (B) interfere with the business or contractual relationship
between the Company and any supplier or customer of the Company.

     The term "Competing Business Purpose" shall mean the below business
activities that Employee engaged in while employed with the Company and that are
in competition with Polycom products existing or planned on the date of
termination and are directly related to the design, engineering, manufacture,
sale or distribution of competing equipment, including voice and video
communications gateways, bridges, group or desktop endpoints and any software
specifically used in the management of such equipment.

     The term Restricted Territory shall mean each and every country, province,
state, city or other political subdivision of the world in which the Employee
carried on the business of the Company.

         1.2 During the Non-Compete Period, Employee shall not, directly or
indirectly, without the prior written consent of Parent, (i) solicit, encourage,
hire or induce any employee or consultant of the Company to terminate his or her
employment or consulting relationship with the Company or (ii) interfere in any
manner with the contractual or employment relationship between the Company and
any employee of the Company.

         1.3 The covenants contained in the preceding paragraphs shall be
construed as a series of separate covenants, one for each country, province,
state, city or other political subdivision of the world in which the Company is
currently engaged or during the term of this Agreement engages in business or
otherwise sells its products. Except for geographic coverage, each such separate
covenant shall be identical in terms to the covenant contained in the preceding
paragraphs. If, in any judicial or arbitral proceeding, a court refuses to
enforce any of such separate covenants (or any part thereof), then such
unenforceable covenant (or such part) shall be eliminated from this Agreement to
the extent necessary to permit the remaining separate covenants (or portions
thereof) to be enforced. In the event that the provisions of this Section 1 are
deemed to exceed the time, geographic or scope limitations permitted by
applicable law, then such provisions shall be reformed to the maximum time,
geographic or scope limitations, as the case may be, permitted by applicable
laws.

         1.4 Employee acknowledges that (i) the goodwill associated with the
existing business, customers and assets of PictureTel prior to the Merger is an
integral component of the value of PictureTel to Parent and is reflected in the
consideration to be received by Employee as a shareholder and (ii) Employee's
agreement as set forth herein is necessary to preserve the value of PictureTel
for Parent following the Merger. Employee also acknowledges that the limitations
of time, geography and scope of activity agreed to in this Agreement are
reasonable because, among other things, (i) PictureTel and Parent are engaged in
a highly competitive industry and (ii) Employee has unique access to, and will
continue to have access to, the trade secrets and know-how of the Company,
including without limitation the plans and strategy of the Company.


                                      -2-



         1.5 The parties agree that it would be impossible or inadequate to
measure and calculate the Company's damages from any breach of the covenants set
forth in this Agreement. Accordingly, Employee agrees that if he breaches any
provision of this Agreement, the Company will have available, in addition to any
other right or remedy otherwise available, the right to obtain an injunction
from a court of competent jurisdiction restraining such breach or threatened
breach and to specific performance of any such provision of this Agreement and
to arbitration of the Agreement. The parties further agree that no damages be
required for such equitable relief. Each party hereby expressly consents to the
issuance of such injunctive relief, whether in the form of a temporary
restraining order or otherwise, and to the ordering of such specific performance
upon the other party satisfying all criteria necessary to obtain such injunctive
relief or specific performance.

     2.0 CONFLICTING OBLIGATIONS. Employee certifies that Employee has no
outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, or that would preclude Employee from complying
with the provisions hereof, and further certifies that Employee will not enter
into any such conflicting agreement during the term of this Agreement.

     3.0 RETURNING COMPANY DOCUMENTS. Employee agrees that, at the time of
leaving the employ of the Company, Employee will deliver to the Company (and
will not keep in Employee's possession, recreate or deliver to anyone else) any
and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment other documents or property, or reproductions of any aforementioned
items developed by the Employee pursuant to Employee's employment with the
Company or otherwise belonging to the Company, its successors or assigns.

     4.0 NOTIFICATION OF NEW EMPLOYER. In the event that Employee leaves the
employ of the Company, Employee hereby grants consent to notification by the
Company to Employee's new employer about Employee's obligations under this
Agreement.

     5.0 ARBITRATION. Employee agrees that, except as provided in Section 1(e)
above, any dispute or controversy arising out of, relating to, or in connection
with this Agreement, or the interpretation, validity, construction, performance,
breach or termination thereof, shall be decided by arbitration by the American
Arbitration Association (the "Association") in accordance with the rules and
regulations of the Association.

         The parties shall, within 30 days of the date of demand by either party
for arbitration, mutually select one independent, qualified arbitrator. Each
party reserves the right to object to any individual arbitrator who shall be
employed by or affiliated with a competing organization. In the event objection
is made, the Association shall resolve any dispute regarding the propriety of an
individual arbitrator acting in that capacity. Company shall bear the expenses
of the arbitrator. Hearings in the proceeding shall commence within 120 days of
the selection of the arbitrator.


                                      -3-



     Arbitration shall take place in Boston, Massachusetts. At the request of
either party, arbitration proceedings will be conducted confidentially; in such
case all documents, testimony and records shall be received, heard and
maintained by the arbitrators in confidence under seal, available for the
inspection only by the Association, the parties and their respective attorneys
and their respective experts who shall agree in advance and in writing to
receive all such information confidentially and to maintain such information in
confidence. The arbitrator shall be able to decree any and all relief of an
equitable and legal nature, including but not limited to such relief as a
temporary restraining order, a temporary and/or a permanent injunction, and
shall also be able to award damages, with or without an accounting and costs.

     Reasonable notice of the time and place of arbitration shall be given to
all persons, other than the parties, as shall be required by law, in which case
such persons or those authorized representatives shall have the right to attend
and/or participate in all the arbitration hearings in such manner as the law
shall require.

     EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION 6, WHICH DISCUSSES
ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE
AGREES, EXCEPT AS SET FORTH IN SECTION 1(e) ABOVE, TO SUBMIT ANY CLAIMS ARISING
OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE
INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO A BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A
WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL
DISPUTES RELATING TO THIS AGREEMENT.

     6.0 MISCELLANEOUS.

         6.1 SEVERABILITY. If any portion of this Agreement is held by a court
of competent jurisdiction to conflict with any federal, state or local law, such
portion of this Agreement shall be of no force or effect and this Agreement
shall otherwise remain in full force and effect and be construed as if such
portion had not been included in this Agreement.

         6.2 NO ASSIGNMENT. Employee shall not assign this Agreement or any
rights or obligations under this Agreement without the prior written consent of
Parent and PictureTel.

         6.3 NOTICE. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):


                                      -4-



                                    (A)     if to Parent, to:

                                            Polycom, Inc.
                                            1565 Barber Lane
                                            Milpitas, CA  95035
                                            Attention:  Bill Paape
                                            Telephone No.:  (408) 526-9000
                                            Facsimile No.:  (408)526-9100

                                            with a copy to:

                                            Wilson Sonsini Goodrich & Rosati
                                            650 Page Mill Road
                                            Palo Alto, California 94304-1050
                                            Attention: Mark A. Bertelsen, Esq.
                                            Telephone No.:  (650) 493-9300
                                            Facsimile No.:  (650) 493-6811

                                            if to Employee to:

                                            Lewis Jaffe
                                            47 Gerald Road
                                            Marblehead, MA 01945

                                            Telephone No.:
                                            Facsimile No.:

                                            with a copy to:

                                            Attention:
                                            Telephone No.:
                                            Facsimile No.:

         6.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding of the parties and supersedes all prior discussions, agreements
and understandings


                                      -5-



relating to the subject matter of this Agreement. This Agreement may not be
changed or modified, except by an agreement in writing executed by Parent and
Employee.

         6.5 WAIVER OF BREACH. The waiver of a breach of any term or provision
of this Agreement, which must be in writing, shall not operate as or be
construed to be a waiver of any other previous or subsequent breach of this
Agreement.

         6.6 GOVERNING LAW. This Agreement shall be governed, construed and
enforced by the internal laws of the State of Massachusetts without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Massachusetts or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Massachusetts. Employee
hereby consents to the personal jurisdiction of the state and federal courts
located in the State of Massachusetts for any action or proceeding arising from
or relating to this Agreement or relating to any arbitration in which the
parties are participants.

         6.7 HEADINGS. All captions and section headings used in this Agreement
are for convenient reference only and do not form a part of this Agreement.

         6.8 COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

         6.9 ATTORNEYS FEES. In the event of any action under this Agreement,
each party shall bear their respective expenses.


                                      -6-



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

POLYCOM, INC.                              EMPLOYEE

By:
    -----------------------------          ----------------------------------
     Name:
     Title:                                ----------------------------------
                                                       (Print Name)

PICTURETEL CORPORATION

By:
    -----------------------------
     Name:

     Title:

EX-99.15

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Exhibit 99.15

[LETTERHEAD OF ROBERTSON STEPHENS, INC.]

Board of Directors
PictureTel Corporation
100 Minuteman Road
Andover, Massachusetts 01810

Members of the Board:

We hereby consent to the reference to our opinion letter, dated May 24, 2001, to the Board of Directors of PictureTel Corporation ("PictureTel") under the caption "SUMMARY—Opinion of PictureTel's financial advisor" in the prospectus of Polycom, Inc. ("Polycom") included in the Registration Statement on Form S-4 relating to the proposed exchange offer and merger transaction involving PictureTel and Polycom. In giving such consent, we do not admit that we come within the category of persons whose consent is required under, and we do not admit that we are "experts" for purposes of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

By: /s/ ROBERTSON STEPHENS, INC. ROBERTSON STEPHENS, INC.

June 18, 2001

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Exhibit 99.15

[LETTERHEAD OF ROBERTSON STEPHENS, INC.]

EX-99.16

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Exhibit 99.16

ITU-T G.722.1 7 KHz
Encoder/Decoder 24.32Kbit/s
Siren Decoder 7Khz 16 Kbit/s

SIREN WIDEBAND AUDIO CODEC LICENSE AGREEMENT

This Siren Wideband Audio Codec License Agreement ("Agreement") is entered into by and among PictureTel Technology Corp., a Delaware corporation having its principal office 205 Ravendale Drive, Mt. View, CA 94043, PictureTel Corporation, a Delaware corporation having its principal office at 100 Minuteman Road, Andover, MA 01810 (collectively, "PictureTel," unless otherwise expressly noted) and Polycom, Inc., a Delaware corporation having its principal office at 1565 Barber Lane, Milpitas, California 95035 ("Licensee").

PictureTel Corporation is in the business of designing, manufacturing, branding, marketing and licensing hardware and software related to the visual and audio communications industry.

PictureTel Technology Corp. is in the business of licensing to third parties certain software and technology which it owns or has the right to license.

PictureTel holds essential patents or right to license essential patents and related software relating to G.722.1 Recommendation of the ITU-T and its proprietary extension at 16 Kbits/s: and

Licensee desires to obtain a license for certain products which conform to and operate in compliance with the G.722.1 Recommendation of the ITU-T and a license for the proprietary decoder extension operating at 16Kbit/s, and PictureTel is willing to grant to Licensee such a license upon the terms and conditions hereinafter set forth.

In consideration of the premises and mutual covenants contained herein, the parties agree as follows:

1. Definitions,

1.1

"Licensee" means the corporation indicated in the first paragraph of this Agreement and any subsidiary thereof of more than 50% of whose ordinary outstanding voting shares are, now or hereafter, owned or controlled by such corporation, but only so long as such control exists.

1.2

"Licensed Patents" means all claims for inventions in patents described in the Exhibit A including all reissue, continuation and divisional applications thereof and all patents issuing therefrom.

1.3

"G.722.1" means the issued Recommendation of the International Telecommunications Union Recommendation ITU-T G.722.1, for 7 KHz wideband audio speech coding, or any successor or additional standard or revisions duly approved by the ITU-T or other recognized international standards body specification that adopt the same compression algorithms AS IS, which at the effective date of this Agreement, specifies operating at both 24 Kbit/s, and 32 Kbit/s rates provided the wideband audio coding standard remains AS IS.

1

1.4

"Licensed Product" means each device or an apparatus or copy of a software program conforming with the ITU-T G.722.1 and Siren Decoder wideband audio codec standard AS IS, developed, manufactured and/or sold, leased, licensed or otherwise disposed of by Licensee but under license granted by Licensor to Licensee under the present Agreement, as stipulated hereunder in section 2. License.

1.5

"AS IS" means with respect to G.722.1 and Siren Decoder and to the Software, that no modification of the bit allocation in the bitstream, frame size or sampling frequency of the G.722.1 and Siren Decoder or of the Software has been made.

1.6

"Software" means the C ANSI fixed-point program implementing the G.722.1 and Siren Decoder or any floating-point program implementing the G.722.1 or Siren Decoder in compliance with the ITU verification procedures with regards to the ITU floating-point G.722.1 reference codec.

1.7

"Siren Decoder" means the decoder algorithm of PictureTel's proprietary extension of the G.722.1 Recommendation which operates at 16 Kbits/s and specifically does not include the Siren encoder operating at 16 Kbit/s unless expressly provided for in this Agreement.

2. License.

2.1

Effective upon PictureTel's receipt of the payment specified in Exhibit A. III and subject to the terms and conditions of this Agreement, PictureTel Technology Corp. hereby grants to Licensee a personal, non-exclusive, nontransferable worldwide license under the Licensed Patents and Software to design, create derivative works, make, have made, use, sell, offer to sell, import, and otherwise dispose of Licensed Products under those claims of the Licensed Patents that are infringed by the Licensed Product subject to the terms and conditions set forth in this Agreement solely to the minimum extent that is necessary for Licensee to exercise its rights to make a Licensed Product. Licensee shall not have the right to sub-license the Licensed Patents without Licensee's Licensed Product under this Agreement.

2.2

If Licensee conceives or reduces to practice a discovery, improvement, and/or invention which relates to the subject matter disclosed or claimed in the Licensed Patents and if the enforcement of Licensee's rights in such discovery, improvement, and/or invention would block the rights to be granted by PictureTel to third party licenses of the Licensed Patents, Licensee shall give prompt written notice thereof to PictureTel upon the granting of a patent for such discovery, improvement and/or invention and Licensee grants, effective upon the grant date of such patent, to Licensor and any party holding any right in the Licensed Patents a worldwide, non-exclusive, royalty-free perpetual license to design, make, have made, use, sell, offer to sell, import, and otherwise dispose of products, and the right to grant sublicenses to design, make, have made, use, sell, offer to sell, import, and otherwise dispose of products under any such patent or patents or other rights which may be granted to Licensee with respect to such discovery, improvement and/or invention.

2.3

Licensee shall mark every Licensed Product with a proper statutory patent notice as required by the patent laws of the licensed country. Such patent notice shall be placed on the Licensed Product itself, or on the Licensed Product's packaging, if from the character of the Licensed Product a patent notice cannot be placed on the Licensed Product.

3. Title.

Title to, ownership of, and all applicable rights in patents, copyrights, trade secrets, trademarks, trade names, inventions, and know-how in the Software and any copy or portion thereof shall not transfer to Licensee or any end user, and shall remain in PictureTel or its licensors. All use of PictureTel's trademarks or brand names shall inure to the benefit of PictureTel. The use by Licensee of any of these

2

property rights is authorized only for the purposes herein set forth, and upon termination of this Agreement for any reason, such authorization shall cease.

4. Royalties and Reports.

4.1

Licensee shall pay to PictureTel the license fees and/or royalties as specified on Exhibit A, for Licensed Product made, used, or sold, leased, licensed or otherwise disposed of by or on behalf of Licensee which contains a copy of all or part the Software net of any returns. The Licensed Initiation Fee and Minimum Annual Royalty shall be paid to PictureTel upon execution of this Agreement.

4.2

Within 30 days following the end of each calendar quarter, Licensee shall pay and report to PictureTel the number of Licensed Products distributed during such quarter less any returns during the applicable quarter. A check for the amount of aggregate royalties owed shall accompany the report. Any amount not paid when due will be subject to a charge of 1¹/2% per month, or the maximum rate allowed by law, whichever is less, on the overdue balance until paid. Reports shall be sent to: PictureTel Technology Corp., 100 Minuteman Road, Andover, MA 01810, Attn: Vice President, Strategic Initiatives. Payment shall be sent to the address specified in Exhibit A.

4.3

Licensee's royalty payments are payable in full to PictureTel without deduction and are net of taxes (including any withholding tax) and customs duties. In addition to royalty payments, Licensee shall be responsible for the payment of all taxes on the sale of Licensed Products and on the payment of royalties to PictureTel, if any (including without limitation, sales withholding, value-added and similar taxes), except for taxes based on PictureTel's net income. Licensee agrees to pay such taxes, unless Licensee has presented PictureTel with a valid certificate which exempts Licensee from such tax payment.

4.4

Licensee shall be responsible, at its own expense, for obtaining all necessary import and export permits and certificates and for the payment of any and all taxes and duties imposed on the delivery of the Software and Licensed Products.

4.5

Licensee shall keep accurate records of all operations affecting royalty payments hereunder, and shall permit an independent public accountant designated by PictureTel, upon reasonable notice at a frequency not to exceed once per calendar year, to inspect all such records and to make copies or extracts from such records throughout the term of this Agreement and for a period of two years thereafter. PictureTel acknowledges that such records constitute confidential information of Licensee and access to, and copying of, such records shall be subject to obligations of confidentiality. As part of such inspection, PictureTel shall have the right to have Licensee's books of accounts audited, at PictureTel's expense. However, if such audit reveals a payment deficiency in the amount owed to PictureTel under this Agreement of 5% or more for any calendar quarter or year, then Licensee shall pay all costs of such audit.

5. Limited Warranties.

5.1

PictureTel represents that it has the Licensed Patents issued or pending as set forth in Exhibit A and warrants that it has the right to grant the license to Licensee.

5.2

Nothing contained in this Agreement shall be construed as a warranty or representation that the manufacture, sale, lease, use or other disposition of Licensed Products will be free from infringement of patents, trademarks, copyrights or other rights of third parties or that the Licensee will be able to manufacture Licensed Products based upon the materials transferred hereunder from PictureTel. Licensee assumes the risk of defects or inaccuracies in the Licensed Patent and

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PictureTel SHALL HAVE NO LIABILITY WHICH MIGHT ARISE OUT OF THE LICENSEE'S USE OF THE LICENSED PATENTS.

5.7

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 5, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE REGARDING THE LICENSED PATENTS AND SOFTWARE INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Maintenance and Support.

6.1

Licensee shall be the initial contact point for end-user inquiries and shall be exclusively responsible for providing first-line support for all Licensed Products it distributes. Such first line support shall include identification and isolation of problems arising solely from Licensed Patents and Software.

7. Confidential Information.

7.1

Licensee shall (i) keep in confidence all financial statements, data, information, products, Software, designs, know-how, programs or intelligence, whether in machine readable or visually readable form, which is the property of and is confidential and proprietary to PictureTel or its licensors, and which is marked as such ("Confidential Information"); (ii) use Confidential Information only in connection with the use of Licensed Products; (iii) not transfer or disclose Confidential Information to anyone other than its employees and consultants who require disclosure in connection with that party's use of Licensed Products and who are subject to confidentiality obligations in substance at least as strict as these; (iv) not copy Confidential Information except as required for the use or maintenance of Licensed Products; for the purposes permitted hereunder and (v) except as permitted herein, not commercially exploit Confidential Information without the express written consent of PictureTel.

7.2

When Licensee ceases use of any Confidential Information, or if Licensee fails to meet its obligations under this Section 7, Licensee shall immediately return or destroy such Confidential Information and all portions or copies thereof as directed by PictureTel and, if requested by PictureTel, shall so certify in writing.

7.3

For purposes of this Section 7, Confidential Information does not include any information in the public domain or entering the public domain through no fault of Licensee, in the possession of Licensee at the time of initial receipt from PictureTel, independently developed by Licensee, or rightfully received from a third party without obligation of confidentiality.

8. Limitation of Liability.

IN NO EVENT SHALL PICTURETEL BE LIABLE TO LICENSEE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS. HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF PICTURETEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PICTURETEL'S MAXIMUM LIABILITY IS LIMITED IN ANY EVENT TO ACTUAL DIRECT DAMAGES TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF PICTURETEL, SUBJECT TO A MAXIMUM LIABILITY OF THE GREATER OF THE FEES PAID BY LICENSEE HEREUNDER FOR THE LICENSED PATENTS AND/OR SOFTWARE OR $2,000,000.

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9. Compliance With Laws.

Licensee understands and acknowledges that PictureTel is subject to regulation by agencies of the US Government which prohibit export or diversion of certain products and software to certain countries and certain organizations and individuals. Licensee warrants that it will comply with the Export Administration and other United States laws and regulations in effect from time to time with respect, but without limitation, to Licensed Patents, Software and Licensed Products.

10. Force Majeure.

In no event shall either party be deemed in default of any of its obligations hereunder nor liable for any delay or failure in its performance which results from contingencies beyond its reasonable control including, without limitation, fire, explosion, flood, strike, war, civil disturbances, acts of God or acts in compliance with any law or government regulation.

11.

Relationship of the parties and Indemnification.

11.1

The parties agree that each is an independent contractor with respect to this Agreement and each other. Licensee shall in no way represent itself nor permit any party acting on its behalf to represent itself as a partner, franchisee, joint venturer, agent, employee or representative of PictureTel. Licensee further acknowledges that neither Licensee nor any party acting on its behalf shall have any right, power or authority, express or implied, to obligate PictureTel in any way.

11.2

Licensee shall indemnify and hold PictureTel harmless from any claim, damage, expense or loss to persons or property, including reasonable attorney's fees, arising out of any acts of commission or omission by Licensee or any party acting on its behalf in relation to Licensed Patents or Software licensed by PictureTel hereunder, or the use or distribution of Licensed Products, including, but not limited to Licensee's failure to comply with its obligations under this Agreement.

12. Trademarks.

12.1

PictureTel hereby grants to Licensee the revocable, non-exclusive right to use, during the term of this Agreement, and solely in performance of its rights and obligations under this Agreement, the word "PictureTel", "Siren" and any other trademark trade name, service mark, logo, label or tags used by PictureTel generally or in connection with the Licensed Patents (collectively, the "Trademarks") only in accordance with PictureTel's graphic standard guidelines as set forth in Exhibit A. Licensee acknowledges that all rights to the Trademarks and the goodwill associated with them are the exclusive property of PictureTel.

12.2

PictureTel expressly prohibits any direct or indirect use or registration of the Trademarks except as authorized by PictureTel. Licensee will not use in its business name or on any Licensed Product or other products offered by Licensee the trademark PictureTel or any mark which, in PictureTel's sole opinion, is confusingly similar to PictureTel's Trademarks. All rights that arise from the use of the Trademarks in any jurisdiction by Licensee will inure to and become the exclusive property of PictureTel. Licensee will disclose in advance to PictureTel any proposed use of the Trademarks, comply with PictureTel's policies on trademark use, and will not engage in any use of the Trademarks to which PictureTel objects. PictureTel's ownership shall be indicated whenever used by Licensee, whether use is on a product or on a descriptive, instructional, advertising, or promotional material by the most relevant of the following acknowledgments: " 'Siren' is a trademark of PictureTel Corporation, " 'The Siren logo is a trademark of PictureTel Corporation' or Siren and the Siren logo are trademarks of PictureTel Corporation.' " Licensee will not remove any Trademark affixed by PictureTel to the Licensed Patents or Licensed Copyrights.

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12.3

Upon expiration or termination of this Agreement, Licensee will immediately discontinue use of the Trademarks authorized herein except as set forth in Section 13.4.

12.4

For all Licensed Products, Licensee shall abide by the G.722.1 Standard that are published on the ITU website and by PictureTel's specifications for the Sirens Decoder attached hereto and as modified from time to time by PictureTel upon sixty (60) days prior written notice. Licensee shall with respect to all Licensed Products bearing the Licensed Trademarks conform to any reasonable trademark attribution quality standards requirements as specified by PictureTel within a period of ninety (90) days of such specification in writing.

12.5

Notwithstanding anything contained in Section 12.2 above, in the event that the parties agree that the Licensed Product shall include or contain the trademarks of both PictureTel and Licensee ("Branding Plans"), such Branding Plans shall be set forth on Exhibit C.

12.6

Licensee agrees to a press release announcement by PictureTel regarding the relationship between the parties and the Licensed Products. This announcement can be executed by PictureTel without further notification to Licensee.

13. Term, Termination and Default.

13.1

Unless earlier terminated under Section 13.2, this Agreement is effective upon PictureTel's signature and shall remain in effect until the expiration date of the last of the Licensed Patents.

13.2

This Agreement may be terminated immediately for cause by either party in the event the other party:

(i)

becomes insolvent or if a judgment or decree is entered against either party approving a petition for an arrangement, liquidation, dissolution or similar relief relating to bankruptcy or insolvency, and such judgment or decree remains unvacated for thirty (30) days; or immediately if: (a) the other party files a voluntary petition in bankruptcy or any petition or answer seeking any arrangement, liquidation or dissolution related to bankruptcy, insolvency or other relief of debtors; or (b) such other party will seek or consent to or acquiesce in the appointment of any trustee or receiver, or the liquidation of such party's property;

(ii)

subsequently ceases to function; or

(iii)

fails to perform any of its obligation hereunder so as to be in default and fails to cure such default within thirty (30) days after written notification thereof, as set forth below.

13.3

In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of PictureTel or Licensee. No termination of this Agreement shall affect any obligations incurred prior to the effective date of termination, including payment of all fees or royalties then owed PictureTel.

13.4

In the event of termination of this Agreement for any reason:

     (i) Licensee shall have the right to continue to sell its then-current inventory of Licensed Products but in no event longer than six (6) months; and

    (ii) Licensee shall retain the right (subject to the restrictions and obligations set forth in this Agreement) to make internal use of Licensed Patents and Software solely for purposes of supporting and testing Licensed Products which were distributed prior to the termination of the six (6) month period set forth in subsection (l) above.

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13.5

In the event that more than 30% of the voting stock of Licensee is transferred to any third party, or Licensee otherwise comes under the majority beneficial ownership of a third party, Licensee shall promptly notify PictureTel.

13.6

The provisions of Sections 5, 7, 8, 9 and 11.2 shall survive the termination or expiration of this Agreement.

14. General.

14.1

Licensee shall not assign or transfer, or attempt to assign or transfer, any part or all of this Agreement or any of Licensee's rights or obligations hereunder, without the prior written consent of PictureTel.

14.2

Either party may elect to continue performance hereunder notwithstanding any breach of this Agreement and such performance shall not constitute a waiver of any of such party's rights hereunder.

14.3

Any notice required or permitted to be given under this Agreement shall be effective when received by a party at the address set forth above or at such other address as such party may request by notice.

14.4

This Agreement is made in Andover, Massachusetts, and shall be governed by the laws of The Commonwealth of Massachusetts, except that the United Nations Convention of Contracts for International Sale of Goods, 1980, shall not apply to the interpretation of this Agreement with respect to international sales.

14.5

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

THIS AGREEMENT, TOGETHER WITH ANY EXHIBITS EXPRESSLY MADE A PART HEREOF, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.

PICTURETEL CORPORATION		PICTURETEL TECHNOLOGY CORP.
By:	/s/ DAVID C. SNOW	By:	/s/ W. ROBERT KELLEGREW, JR.
Name:	David C. Snow	Name:	W. Robert Kellegrew, Jr.
Title:	E.V.P., WW Sales	Title:	President
Effective Date: 2-19-01		Date:	2/19/01
LICENSEE: POLYCOM, INC.
By:	/s/ FREDERICK M. GONZALEZ
Name:	Frederick M. Gonzales
Title:	Vice President & General Counsel
Date:	1/10/2001

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Exhibit A

Licensed Patents and Licensed Trademark Description,
License Fee Schedule

U.S. Patent #5,924,064 "Variable Length Coding Using a Plurality of Region Bit Allocation Patterns"

Issued:	7/13/99
Filed:	10/7/96
Appl. No.:	08/726/959

The International Application No. PCT/US97/17770 filed on 10/6/97

    It is currently being perfected in:

Canada	Appl. No. 2267764
Europe	Appl. No. 97911810.0 (designating France, Germany and Great Britain)
Japan	Appl. No. 10-517604

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II. Licensed Trademarks

The licensed trademarks include the words "Siren", the Siren Logo, "PictureTel," "PictureTel Powered," and the PictureTel Powered OEM logos are represented below:

Insert Sire Logo here

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III. License Fee/Royalty Schedule

The royalty fee for the Licensed Patents and Licensed Trademarks:

PictureTel Technology Corporation
ITU-T G.722.1 and Siren™ License Schedule
Effective November 1999-July 1,2000

	Unit Royalty Per Channel
Number of Channels (1):	G.722.1 Codec (7kHz at 24 & 32 kbits/s) Siren Decoder		Siren Encoder and Decoder (7kHz at 16 kbits/s)
<50,000	$	5.00	$	1.00
50,001 to 100,000		2.00		1.00
100,001 to 500,000		1.70		1.00
500,001 to 1,000,000		1.30		1.00
1.M+		1.00		1.00
Fees: (2):
License Initiation Fees	$	50,000	$	50,000
Minimum Annual Royalty	$	20,000	$	20,000

(1)

Volumes are annual.

(2)

No paid-up license available.

PictureTel Technology Corp.'s Bank and Account Number for Wire Transfers of Royalty Payments:

Bank:	The Chase Manhattan Bank
Address:	4 New York Plaza New York, NY 10004
Account Name:	PictureTel Technology Corporation
Account Number:	323-136486
ABA Number:	021-000-021

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Exhibit B

Licensed Products(s) Description

The following Licensee product(s) represent the Licensed Products as defined along with the field of use. This list may be amended or expanded from time to time subject to mutual agreement by the parties. The Licensed Product(s) and field of use include:

(Describe) Polycom Videoconferencing Products

Manufacturing Locations(s):

(List) Polycom Manufacturing Facilities including Thailand

Exhibit C

Branding Plans

The following branding plan(s) may be amended or expanded from time to time subject to mutual agreement by the parties. The branding plan includes:

    (describe)

Licensee agrees that the following Licensed Trademarks as specified in Exhibit A Section II of the Agreement will be included on:

    (list)

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QuickLinks

SIREN WIDEBAND AUDIO CODEC LICENSE AGREEMENT
Exhibit A Licensed Patents and Licensed Trademark Description, License Fee Schedule
Exhibit B Licensed Products(s) Description
Exhibit C Branding Plans

EX-99.18

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.18

NOTE AGREEMENT

    This NOTE AGREEMENT, dated as of June 15, 2001 (as amended, modified or supplemented from time to time, this "Agreement"), is entered into by and between PICTURETEL CORPORATION, a Delaware corporation ("Company"), and POLYCOM, INC., a Delaware corporation ("Purchaser").

RECITALS

    A.  Pursuant to the terms of an Agreement and Plan of Merger, dated as of May 24, 2001 (the "Merger Agreement"), among Purchaser, Pharaoh Acquisition Corp. and Purchaser, and on the terms and subject to the conditions set forth herein, Purchaser is obligated to purchase from Company, and Company is obligated to sell to Purchaser, (i) a senior convertible note having an original principal amount of $6,600,000 (the "First Note") and (ii) a senior convertible note having an original principal amount of $34,900,000 (the "Second Note"). The First Note and the Second Note are referred to individually as a "Note" and collectively as the "Notes."

    B.  Capitalized terms not defined in Section 8 hereof or otherwise defined herein shall have the meaning set forth in the form of Note (as defined below) attached hereto as Exhibit A.

AGREEMENT

    NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

    1.  The Notes.  The sale and purchase of each of the Notes shall take place at a closing ("Closing") to be held upon the satisfaction of the conditions set forth in Section 6.22 of the Merger Agreement at such place and time as Company and Purchaser may determine ("Closing Date"). At the Closing, Company will deliver to Purchaser the Notes to be purchased by Purchaser, against receipt by Company of the principal amount of the Notes. Each of the Notes will be registered in Purchaser's name in Company's records.

    2.  Representations and Warranties of Company.  Company represents and warrants to Purchaser that:

    (a)  Due Incorporation, Qualification, etc.  Each of Company and its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect.

    (b)  Authority.  The execution, delivery and performance by Company of each Transaction Document to be executed by Company and the consummation of the transactions contemplated thereby (i) are within the power of Company and (ii) have been duly authorized by all necessary actions on the part of Company.

    (c)  Enforceability.  Each Transaction Document executed, or to be executed, by Company has been, or will be, duly executed and delivered by Company and constitutes, or will constitute, a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity.

    (d)  Non-Contravention.  The execution and delivery by Company of the Transaction Documents executed by Company and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the Certificate of Incorporation or Bylaws of the Company or any judgment, order, writ, decree, statute, rule or regulation applicable to

Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any mortgage, indenture, agreement, instrument or contract to which Company is a party or by which it is bound except to the extent such violation, breach or acceleration could not reasonably be expected to result in a Material Adverse Effect; or (iii) result in the creation or imposition of any Lien upon any property, asset or revenue of Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any permit, license, authorization or approval applicable to Company, its business or operations, or any of its assets or properties except to the exent such suspension, revocation, impairment, forefeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

    (e)  Approvals.  No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by Company and the performance and consummation of the transactions contemplated thereby.

    (f)  No Violation or Default.  None of Company or Company's Subsidiaries is in violation of or in default with respect to (i) its Certificate of Incorporation or Bylaws or any judgment, order, writ, decree, statute, rule or regulation applicable to such Person; (ii) any mortgage, indenture, agreement, instrument or contract to which such Person is a party or by which it is bound (nor is there any waiver in effect which, if not in effect, would result in such a violation or default), where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a Material Adverse Effect.

    (g)  Litigation.  No actions (including, without limitation, derivative actions), suits, proceedings or investigations are pending or, to the knowledge of Company, threatened against Company or Company's Subsidiaries at law or in equity in any court or before any other governmental authority which if adversely determined (i) would (alone or in the aggregate) have a Material Adverse Effect or (ii) seeks to enjoin, either directly or indirectly, the execution, delivery or performance by Company of the Transaction Documents or the transactions contemplated thereby.

    (h)  Other Regulations.  None of Company or its Subsidiaries is subject to regulation under the Investment Company Act of 1940, the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, any state public utilities code or to any federal or state statute or regulation limiting its ability to incur Indebtedness.

    3.  Representations and Warranties of Purchaser.  Purchaser represents and warrants to Company upon the acquisition of each Note as follows:

    (a)  Binding Obligation.  Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement and each Note issued to Purchaser is a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity.

    (b)  Securities Law Compliance.  Purchaser has been advised that the Notes have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Purchaser is aware that, except as set forth in the Registration Rights Agreement, Company is under no obligation to effect any such registration with respect to the Notes or to file for or comply with any exemption from

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registration. Purchaser is purchasing the Notes to be acquired by Purchaser hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Purchaser is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act.

    4.  Conditions to Closing of the Purchaser.  Purchaser's obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by Purchaser:

    (a)  Representations and Warranties.  The representations and warranties made by Company in Section 2 hereof shall have been true and correct when made, and shall be true and correct on such Closing Date.

    (b)  Governmental Approvals and Filings.  Except for any notices required or permitted to be filed after such Closing Date with certain federal and state securities commissions, Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

    (c)  Legal Requirements.  At the Closing, the sale and issuance by Company, and the purchase by Purchaser, of the Notes shall be legally permitted by all laws and regulations to which Purchaser or Company are subject.

    (d)  Transaction Documents.  Company shall have duly executed and delivered to Purchaser this Agreement and the Note then being issued hereunder.

    5.  Conditions to Obligations of Company.  Company's obligation to issue and sell the Notes at the Closing is subject to the fulfillment, on or prior to the Closing Date, of the following conditions, any of which may be waived in whole or in part by Company:

    (a)  Representations and Warranties.  The representations and warranties made by Purchaser in Section 3 hereof shall be true and correct when made, and shall be true and correct on such Closing Date.

    (b)  Governmental Approvals and Filings.  Except for any notices required or permitted to be filed after such Closing Date with certain federal and state securities commissions, Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes.

    (c)  Legal Requirements.  At such Closing, the sale and issuance by Company, and the purchase by Purchaser, of the Notes shall be legally permitted by all laws and regulations to which Purchaser or Company are subject.

    (d)  Purchase Price.  Purchaser shall have delivered to Company with respect to the First Note and to the Account (as defined below) with respect to the Second Note the principal amount of the Note being purchased by Purchaser referenced in Section 1(c) hereof.

    6.  Use of Funds from Second Note.

    (a)  Account.  If Company issues the Second Note to Purchaser hereunder, the proceeds of such Note shall be deposited by Purchaser in an interest bearing account at a bank or other account mutually agreed upon by Company and Purchaser in which Purchaser has a first priority perfected security interest (the "Account"), and which Account shall be subject to no Liens other than the Lien in favor of Purchaser. Except as otherwise permitted by Section 6(b), Section 6(c) and Section 6(d), Company shall not withdraw any funds from the Account without the prior written consent of Purchaser.

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    (b)  Withdrawals from the Account.  Company may make withdrawals from the Account as follows:

     (i) if Company's Net Revenue for the quarter ended June 30, 2001 is less than 90% of Company's Net Revenue for the quarter ended March 31, 2001, Company may withdraw up to $2,000,000 from the Account;

    (ii) if Company's Net Revenue for the quarter ended September 30, 2001 is less than 90% of Company's Net Revenue for the quarter ended March 31, 2001, Company may withdraw up to $2,000,000 from the Account;

    (iii) if Company's Net Revenue for the quarter ended December 31, 2001 is less than 90% of Company's Net Revenue for the quarter ended March 31, 2001, Company may withdraw up to $2,000,000 from the Account; and

    (iv) if Company's Net Revenue for the quarter ended March 31, 2002 is less than 90% of Company's Net Revenue for the quarter ended March 31, 2001, Company may withdraw up to $2,000,000 from the Account;

provided that, (A) in no event shall the withdrawals from the Account permitted by this Section 6(b) exceed $6,000,000 in the aggregate; (B) Company may not make any withdrawals from the Account unless it has used all of the proceeds of the First Note and has $6,000,000 or less of cash and Cash Equivalents; and (C) Company shall not make a withdrawal from the Account with respect to any quarter if Company's total operating expenses (excluding acquisition costs and restructuring expenses and retention bonuses to which Purchaser has agreed in the Merger Agreement) for such quarter exceed the Company's operating expenses for the quarter ended March 31, 2001, in each case with such operating expenses being determined in accordance with GAAP, subject to the foregoing exclusions. For purposes of this Section 6(b), Net Revenue and operating expenses, subject to the foregoing exclusions, shall be determined from financial reports made publicly available by Company.

    (c)  Merger Extension.  If Company and Purchaser agree to extend the "End Date" as set forth in Section 8.1(b)(ii) of the Merger Agreement by at least three additional months, (i) Company may withdraw up to $9,000,000 from the Account in addition to the amounts permitted to be withdrawn under Section 6(c) and (ii) if, after such extension, the Merger Agreement is terminated, Company may withdraw any amounts remaining in the Account.

    (d)  Merger Agreement Termination.  If the Merger Agreement is terminated in circumstances other than those giving rise to a Repurchase Event (as defined in the Notes), Company may withdraw any amounts remaining in the Account. If the Merger Agreement is terminated in circumstances giving rise to a Repurchase Event, immediately after such termination any amount remaining in the Account shall be paid to the holder of the Second Note and applied to the repayment of the principal amount thereof.

    (e)  Notice of Withdrawal.  Prior to withdrawing any amounts from the Account, Company shall deliver to Purchaser an officer's certificate executed by the chief executive officer, president or chief financial officer of Company stating that Company intends to make a withdrawal from the Account, the applicable subsection of this Section 6 under which the withdrawal is being made, and in the case of any withdrawal permitted by Section 6(b), (i) specifying Company's Net Revenue for the applicable quarter and the percentage that such Net Revenue is of Company's Net Revenue for the quarter ended March 31, 2001, (ii) specifying Company's cash and Cash Equivalents as of the most recent date practicable and (iii) providing a calculation of Company's total operating expenses for the applicable quarter, subject to the exclusions specified in Section 6(b), compared to Company's operating expenses for the quarter ended March 31, 2001.

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    (f)  Accountant Review; Arbitration.  (i) In the event that Purchaser provides an Objection Notice in connection with a requested withdrawal by Company pursuant to Section 6(b) hereof, the Company may submit such dispute to PricewaterhouseCoopers, LLP or other nationally recognized independent accounting firm reasonably acceptable to Purchaser (the "Reviewing Accountants"). Within 15 days of such dispute being submitted to the Reviewing Accountants, the Reviewing Accountants shall, in accordance with the standards set forth in Section 6(b), review the items and amounts set forth and objected to in the Objection Notice and determine whether Company has met the conditions to withdrawal under Section 6(b). In the event the Reviewing Accountants make a determination that Company has met such conditions, Company shall immediately be permitted to make the requested withdrawal. The determination of the Reviewing Accountants shall be final, binding on the parties and such determination shall not be appealable to or reviewable by any court or arbitrator.

    (ii) In the event Purchaser provides an Objection Notice in connection with a withdrawal request by Company pursuant to Section 6(c) or (d) hereof, or in the event that Purchaser gives a notice of an Event of Default to Morgan Stanley & Co. Incorporated ("Broker") under the Account Control Agreement and Company disputes the existence of such Event of Default, or if Purchaser and Company dispute the existence of an Event of Default under any Note, Company may submit such dispute to arbitration (the "Arbitration") in order to determine whether the conditions of Section 6(c) or (d), as applicable, have been met or whether an Event of Default has occurred. The Arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then existing (the "Rules"). The Arbitration shall be before three arbitrators (one to be chosen by Company, one to be chosen by Purchaser and the third to be chosen by the first two arbitrators or, if the first two arbitrators are unable to agree upon a third arbitrator, by the American Arbitration Association). The venue of such arbitration shall be New York, New York or any other place mutually agreed to by Company and Purchaser. In the event the arbitrators determine that Company has met such conditions for withdrawal, Company shall immediately be permitted to make the requested withdrawal and Purchaser shall immediately execute all documents and take all actions, if any, necessary for such withdrawal. In the event the arbitrators determine that an Event of Default under the Notes has not occurred, then Purchaser shall withdraw any notice of an Event of Default given to Broker. Any determination rendered by the arbitrators in accordance with the Rules shall be final, binding and and such determination shall not be appealable to or reviewable by any court or other arbitrator. The parties hereby agree to the institution of any available expedited or other "fast track" or other mechanisms or procedures that would have the effect of streamlining or increasing the speed of the Arbitration. Any controversy concerning whether a matter is an arbitrable matter, or as to the interpretation or enforceability of this paragraph shall be determined by the arbitrators.

    (iii) Following a determination or an arbitration under clause (i) or (ii) of this Section 6(f) which is resolved in favor of Company, Purchaser shall not be entitled to submit additional Objection Notices with respect to a matter which has already been determined or arbitrated under such clauses (i) or (ii), as applicable.

    (iv) The parties agree that any Arbitration held pursuant to this Agreement shall have no res judicata or collateral estoppel effect on any litigation between the parties of the same or any other issues or disputes under the Merger Agreement. Each of the parties agrees that it will not, and that it will cause each of its officers, directors, employees, affiliates, agents, representatives, attorneys and advisors not to, introduce into evidence or refer to any portion of any of the proceedings of any such Arbitration, including any determination made by the

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arbitrators in any such proceeding, in any such litigation, and that any such proceedings shall not have any effect or bearing on such litigation.

    (g)  Extensions of Credit under Senior Loan Agreement.  Until such time as the funds in the Account have either been released in full to the Company or paid to the holder of the Second Note and applied to the repayment of the principal amount thereof, as applicable pursuant to the terms of the Transaction Documents, neither Company nor its Subsidiaries will obtain any further loans or letters of credit under the Loan and Security Agreement, dated as of August 21, 2000, entered into by and among Congress Financial Corporation (New England), the Company and certain subsidiaries of the Company from time to time party thereto, as such agreement may be amended, modified or supplemented from time to time.

    7.  Covenant of Purchaser.  So long as Purchaser holds any Note, Purchaser agrees that it will not engage in any short selling which would constitute market manipulation of Company's Common Stock. Nothing in this section will prevent Purchaser from exercising its rights under the Transaction Documents, including without limitation sales under the Registration Rights Agreement or sales, dispositions or other transfers in accordance with Section 3 of the Letter Agreement (as defined below). Furthermore, nothing in this section will restrict the ability of Purchaser to sell or purchase shares of Company's Common Stock in open market transactions.

    8.  Definitions.  As used in this Agreement, the following capitalized terms have the following meanings:

    "Account Control Agreement" means the Account Control Agreement, dated June 15, 2001, among Company, Purchaser and Morgan Stanley & Co. Incorporated, as amended, modified or supplemented from time to time

    "Cash Equivalents" means any of the following: (a) securities issued directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than one year from the date of acquisition; (b) U.S. dollar denominated time deposits, certificates of deposit and bankers' acceptances of any bank whose short-term commercial paper rating from Standard & Poor's is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof (an "Approved Bank"), in each case with maturities of not more than 90 days from the date of acquisition; (c) commercial paper issued by any Approved Bank or by the parent company of any Approved Bank and commercial paper issued by, or guaranteed by any company with a short term commercial paper rating of at least A-1 or the equivalent thereof by Standard & Poor or at least P-1 or the equivalent thereof by Moody's and in each case maturing within 90 days after the date of acquisition; and (d) investments in money market funds substantially all of the assets of which are comprised of securities of the types described in the foregoing clauses (a) through (c).

    "GAAP" means generally accepted accounting principles as in effect in the United States of America from time to time.

    "Lien" means, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction.

    "Material Adverse Effect" means (a) a Material Adverse Effect as defined in the Merger Agreement; (b) a material adverse effect on the ability of Company to pay or perform the Obligations in accordance with the terms of this Notes and to avoid an Event of Default, or an

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event which, with the giving of notice or the passage of time or both, would constitute an Event of Default; or (c) a material adverse effect on the rights and remedies of a holder under this Agreement, any Note or any related document, instrument or agreement.

    "Net Revenue" means the net revenue of the Company and its consolidated Subsidiaries as reflected in an income statement prepared in accordance with GAAP.

    "Objection Notice" has the meaning set forth in the Account Control Agreement.

    "Obligations" means all loans, advances, debts, liabilities and obligations, howsoever arising, owed by Company to Purchaser or any holder of a Note of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of the Notes or this Agreement, including, all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

    "Security Agreement" means the security agreement to be entered into by and between Company and Purchaser to secure the Obligations, as the same may be amended, modified or otherwise supplemented from time to time.

    "Transaction Documents" means this Agreement, the Registration Rights Agreement, the Security Agreement, each Note, the Account Control Agreement and each other document, agreement, or instrument entered into in connection with this Agreement or the Notes.

    9.  Miscellaneous.

    (a)  Waivers and Amendments.  Any provision of this Agreement may be amended, waived or modified only upon the written consent of Company and Purchaser.

    (b)  Governing Law.  This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York or of any other state.

    (c)  Survival.  The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.

    (d)  Successors and Assigns.  Subject to the restrictions on transfer described in Sections 9(e) and 9(f) below, the rights and obligations of Company and Purchaser of the Notes shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

    (e)  Registration, Transfer and Replacement of the Notes.  The Notes issuable under this Agreement shall be registered notes. Company will keep, at its principal executive office, books for the registration and registration of transfer of the Notes. Prior to presentation of any Note for registration of transfer, Company shall treat the Person in whose name such Note is registered as the owner and holder of such Note for all purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to any restrictions on or conditions to transfer set forth in any Note, the holder of any Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at Company's chief executive office, and promptly thereafter and at Company's expense, except as provided below, receive in exchange therefor one or more new Note(s), each in the principal requested by such

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holder, dated the date to which interest shall have been paid on the Note so surrendered or, if no interest shall have yet been so paid, dated the date of the Note so surrendered and registered in the name of such Person or Persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of the Note so surrendered. Upon receipt by Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as the Note being replaced, in the same principal amount as the unpaid principal amount of such Note and dated the date to which interest shall have been paid on such Note or, if no interest shall have yet been so paid, dated the date of such Note.

    (f)  Assignment by Company; Assignment by Purchaser.  Neither the Notes nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by Company without the prior written consent of Purchaser. Purchaser will not assign, by operation of law or otherwise, the Notes or any of its rights, interests or obligations hereunder without the prior written consent of Company except in accordance with Section 3 of the letter agreement, dated June 15, 2001, between Company and Purchaser (as amended, modified or supplemented from time to time, the "Letter Agreement").

    (g)  Entire Agreement.  This Agreement together with the Notes, the Exclusivity Agreement and the other Transaction Documents constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

    (h)  Notices.  Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):

If to Company, to:

PictureTel Corporation
100 Minuteman Road
Andover, MA 01810
Attention: Lewis Jaffe
Telecopy No.: (978) 292-3394

with a copy to:

Ropes & Gray
One International Place
Boston, MA 02110
Attention: Howard K. Fuguet, Esq.
Telecopy No.: (617) 951-7050

If to Purchaser, to:

Polycom, Inc.
1565 Barber Lane
Milpitas, CA 95035
Attention: Robert C. Hagerty and Frederick Gonzalez
Telecopy No.: (408) 474-2955

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with a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
Attention: Mark A. Bertelsen, Esq.
Telecopy No.: (650) 496-4367

    (i)  Severability of this Agreement.  If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

    (j)  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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    IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

COMPANY:
PICTURETEL CORPORATION
By:	/s/ DALTON T. EDGECOMB
Name:	Dalton T. Edgecomb
Title:	Chief Financial Officer
PURCHASER:
POLYCOM, INC.
By:	/s/ MICHAEL R. KOUREY
Name:	Michael R. Kourey
Title:	Chief Financial Officer

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EXHIBIT A

FORM OF NOTE

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Exhibit 99.18

NOTE AGREEMENT
EXHIBIT A FORM OF NOTE

EX-99.19

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Exhibit 99.19

REGISTRATION RIGHTS AGREEMENT

    REGISTRATION RIGHTS AGREEMENT (as amended, modified or supplemented from time to time, this "Registration Rights Agreement"), dated as of June 15, 2001, by and between PictureTel Corporation, a Delaware corporation, having its principal office at 100 Minuteman Road, Andover, MA 01810 (the "Company"), and Polycom, Inc., a Delaware corporation having its principal office at 1565 Barber Lane, Milpitas, CA 95035 ("Parent").

    A.  Pursuant to the terms of an Agreement and Plan of Merger, dated as of May 24, 2001, among the Company, Pharaoh Acquisition Corp. and Parent (as amended, modified or supplemented from time to time, the "Merger Agreement"), and on the terms and conditions set forth therein, Parent is obligated to purchase from the Company an 8% Senior Convertible Note due 2003—Series A in the original principal amount of $6,600,000 (the "Series A Note") and an 8% Senior Convertible Note due 2005—Series B (the "Series B Note").

    B.  The Series A Note and the Series B Note (each, a "Convertible Note" and collectively, the "Convertible Notes") have been or will be issued pursuant to a Note Agreement, dated as of June 15, 2001, entered into by and between the Company and Parent (the "Note Agreement").

    C.  In connection with the Merger Agreement and the Note Agreement, the Company has agreed to provide the registration rights set forth in this Registration Rights Agreement for the benefit of Parent and any subsequent holders of the Convertible Notes.

    1.  Certain Definitions.

    For purposes of this Registration Rights Agreement, the following terms shall have the following respective meanings:

    (a) "Commission" shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

    (b) "Effective Time" shall mean the date on which the Commission declares the Shelf Registration effective or on which the Shelf Registration otherwise becomes effective.

    (c) "Exchange Act" shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

    (d) "Interest Payment Date" means Feburary 28, May 31, August 31 and November 30 of each year.

    (e) "Issue Date" shall mean the date on which a Convertible Note is initially issued.

    (f)  "Common Stock" shall mean common stock, par value $0.01 per share of the Company authorized on the date hereof.

    (g) "Person" shall mean a corporation (including a business trust), association, partnership, organization, business, individual, limited liability company, a joint stock company, a joint venture or other entity or government or political subdivision thereof or governmental agency.

    (h) "Registrable Securities" shall mean any Shares subject to registration under the Securities Act pursuant to this Agreement.

    (i)  "Registration Expenses" shall have the meaning assigned thereto in Section 4 hereof.

    (j)  "Securities Act" shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

    (k) "Shares" shall mean the Common Stock issuable upon exercise of the Convertible Notes and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such Common Stock.

    (l)  "Shelf Registration" shall have the meaning assigned thereto in Section 2 hereof.

    In addition, capitalized terms not defined herein shall have the meanings given to them in the Convertible Notes.

    2.  Shelf Registration of Shares; Other Registrations.

    (a) Within 120 days after the Company and Parent enter into the Merger Agreement, the Company shall file under the Securities Act a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by Parent pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission of, all Shares in accordance with the methods of distribution elected by Parent and set forth in such registration statement (the "Shelf Registration"). The Company agrees to use its commercial best efforts to cause the Shelf Registration to become or be declared effective no later than the later of 90 days after the date the Shelf Registration is initially filed with the Commission and immediately after the termination of the Merger Agreement (the "Effectiveness Date") and to keep such Shelf Registration continuously effective for a period ending on the earliest to occur of (i) the redemption or repayment in full by the Company of the Convertible Notes, (ii) the sale of all of the Shares, or (iii) such time as Parent may sell all of such Shares pursuant to Rule 144(k) under the Securities Act without volume or manner of sale restrictions (in any such case, such period being called the "Effectiveness Period"). The Company further agrees, if necessary, to supplement or make amendments to the Shelf Registration, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to Parent copies of any such supplement or amendment prior to its being used and/or filed with the Commission, and will not file any such supplement or amendment to which Parent reasonably objects.

    (b) Notwithstanding the foregoing and subject to Section 2(c) herein, following the Effective Time, the Company may, at any time, suspend the effectiveness of such Shelf Registration for up to 30 days, as appropriate (a "Suspension Period"), by giving written notice to Parent, if the Board of Directors of the Company shall have determined, in its reasonable judgment, that the Company shall be required to disclose any material corporate development which disclosure would have a material adverse effect on the Company. The Company will use its best efforts to minimize the length of any Suspension Period. Notwithstanding the foregoing, no more than one Suspension Period may occur within any 180-day period; provided that upon the written consent of Parent, which consent will not be unreasonably withheld, the Company may extend a Suspension Period for up to an additional 15 days; provided further, that the Company shall provide Parent with such information as is reasonably requested by Parent to determine whether to consent to such request for extension. Parent agrees that, upon receipt of any written notice from the Company of a Suspension Period, Parent shall forthwith discontinue disposition of shares covered by the Shelf Registration until Parent (i) is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) has received copies of a supplemental or amended prospectus, if applicable, and/or (iii) has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus.

    (c) If on or prior to the Effectiveness Date, the Company has failed to use continuously its best efforts to cause a Shelf Registration to be declared effective (a "Registration Default"), additional interest ("Liquidated Damages") will accrue on the Convertible Notes from and including the date following such Registration Default until such time as such Shelf Registration is

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filed or such Shelf Registration is declared effective, as the case may be. Liquidated Damages will be paid quarterly in arrears, with the first quarterly payment due on the first Interest Payment Date (as defined in the applicable Convertible Note) following the date on which such Liquidated Damages begin to accrue, and will accrue at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the principal amount, to and including the 90^th day following such Registration Default and one-half of one percent (0.50%) thereof from and after the 91^st day following such Registration Default.

    (d) Liquidated Damages on the Convertible Notes shall be paid by the Company on each Interest Payment Date in the same manner as interest is paid on such Convertible Notes as provided in the forms of the respective Convertible Notes.

    (e) The Company and Parent agree the detriment resulting from the Company's failure to timely file or to cause the Shelf Registration to be declared effective or the suspension of the effectiveness of the Shelf Registration and the calculation of such damage would be extremely difficult and impracticable. The Company and Parent agree that the amounts set forth above as liquidated damages is a reasonable sum considering all of the circumstances existing on the date of this Agreement, including the relationship of the sum to the range of harm that Parent could reasonably be anticipated to suffer and the anticipation that proof of actual damages would be costly or inconvenient.

    (f)  The rights of Parent to Liquidated Damages as set forth in Section 2(c) are not intended to be exclusive of any other right or remedy, and shall be in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

    3.  Registration Procedures.

    (a) In connection with any obligation of the Company to register the Registrable Securities, the Company shall use its best efforts to effect or cause such registration to permit the sale of the Registrable Securities by Parent in accordance with the intended method or methods of distribution thereof described in the applicable registration statement. In connection therewith, the Company shall, within the time specified in Section 2 above:

     (i) prepare and file with the Commission a registration statement on any form which may be used by the Company and which shall permit the disposition of the Registrable Securities in accordance with the intended method or methods thereof, as specified in writing by Parent;

    (ii) comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such registration statement in accordance with the intended methods of disposition by Parent set forth in such registration statement;

    (iii) provide (A) Parent, (B) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) the sales or placement agent, if any, therefor, (D) counsel for such underwriters or agent, and (E) one counsel for Parent the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment or supplement thereto;

    (iv) for a reasonable period prior to the filing of such registration statement, and throughout the period specified in Section 2 hereof, make available for inspection by the parties referred to in Section 3(a)(iii) above such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to

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conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records provided by the Company until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to the subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be set forth in such registration statement or the prospectus included therein or in an amendment to such registration statement or an amendment or supplement to such prospectus in order that such registration statement, prospectus, amendment or supplement, as the case may be, does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading;

    (v) promptly notify Parent, the sales or placement agent, if any, therefor and the managing underwriter or underwriters, if any, thereof and confirm such advice in writing, (A) when such registration statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such registration statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation or overt threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company contemplated by Section 5 hereof cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or overt threatening of any proceeding for such purpose, or (F) at any time when a prospectus is required to be delivered under the Securities Act, if such registration statement, prospectus, prospectus amendment or supplement or post-effective amendment, or any document incorporated by reference in any of the foregoing, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

    (vi) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

   (vii) if requested by any managing underwriter or underwriters, any placement or sales agent or Parent, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission that such managing underwriter or underwriters, such agent or Parent specifies should be included therein relating to the terms of the sale of such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold by Parent, or agent or to any underwriters, the name and description of Parent, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by Parent or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after

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notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

   (viii) furnish to Parent, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(a)(iii) a copy of such registration statement in the form in which it became effective, each such amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein) and such number of copies of such registration statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by Parent, agent or underwriter, as the case may be) and of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, and such other documents, as Parent, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by Parent, offered or sold by such agent or underwritten by such underwriter and to permit Parent, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by Parent and by any such agent and underwriter, in each case in the form most recently provided to such party by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

    (ix) use its best efforts to (A) register or qualify the Registrable Securities to be included in such registration statement under such securities laws or blue sky laws of such jurisdictions as Parent and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the respective periods such registration statements are required to remain effective under Section 2 above and for so long as may be necessary to enable Parent or any agent or underwriter to complete its distribution of Registrable Securities pursuant to such registration statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable Parent, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that the Company shall not be required for any such purpose to (I) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(a)(ix) or (II) consent to general service of process in any such jurisdiction;

    (x) use its best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable Parent to offer, or to consummate the disposition of, its Registrable Securities;

    (xi) cooperate with Parent and the managing underwriters, if any, to facilitate the timely preparation and delivery of any certificates representing Registrable Securities to be sold, which certificates shall be printed, lithographed or engraved, or produced by any combination of such methods, and which shall not, once sold under such registration statement, bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;

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   (xii) enter into one or more underwriting agreements, engagement letters, agency agreements or similar agreements, as appropriate, including (without limitation) customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as Parent shall request in order to expedite or facilitate the disposition of the Registrable Securities;

   (xiii) notify Parent in writing of any proposal by the Company to amend or waive any provision of this Registration Rights Agreement pursuant to Section 7(g) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

   (xiv) in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Rules of Fair Practice and the By-Laws of the National Association of Securities Dealers, Inc. ("NASD")) thereof, whether as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Rules and By-Laws, including, without limitation, by providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules of Fair Practice of the NASD; and

   (xv) in the case of Shares, use its best efforts to have the Shares approved for trading in accordance with the rules of the principal securities market in the United States on which such Shares are then trading.

    (b) In the event that the Company would be required, pursuant to Section 3(a)(v)(F) above, to notify Parent, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company shall, as promptly as practicable, prepare and furnish to Parent, to each placement or sales agent, if any, and to each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended in form and substance reasonably satisfactory to them, so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Parent agrees that upon receipt of any written notice from the Company pursuant to Section 3(a)(v)(F) hereof, Parent shall forthwith discontinue the disposition of Registrable Securities pursuant to the registration statement applicable to such Registrable Securities until Parent shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, Parent shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in Parent's possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

    (c) The Company may require Parent to furnish to the Company such information regarding Parent and Parent's intended method of distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act and the rules and regulations thereunder. Parent agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by Parent to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding Parent or its intended method of distribution of such Registrable Securities or omits or would omit to state any material fact regarding Parent or its intended method of distribution of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information

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required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to Parent or the distribution of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Parent agrees that upon delivering any notice to the Company pursuant to this Section 3(c), Parent shall forthwith discontinue the disposition of Registrable Securities pursuant to the registration statement applicable to such Registrable Securities until Parent shall have the received copies of such amended or supplemented prospectus, and if so directed by the Company, Parent shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Parent's possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

    4.  Registration Expenses.  The Company agrees to bear and to pay or cause to be paid promptly upon request being made therefor all expenses incident to the Company's performance of or compliance with this Agreement, including, without limitation, (i) all Commission and any NASD registration and filing fees and expenses, (ii) all fees and expenses in connection with the qualification of the Registrable Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(a)(x) hereof, including reasonable fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such qualifications, (iii) all fees and expenses in connection with the approval for trading of the Shares on the applicable securities market, (iv) all expenses relating to the preparation, printing, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the certificates representing the Registrable Securities and all other documents relating hereto, (v) internal expenses (including, without limitation, all salaries and expenses of the Company's officers and employees performing legal or accounting duties), and (vi) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or "cold comfort" letters required by or incident to such performance and compliance) (collectively, the "Registration Expenses"). In addition, in the event of an underwritten public offering of Registrable Securities, the Company shall pay the fees and expenses of a single counsel selected by the holders of a majority of the Registrable Securities to be included in such underwritten offering to represent them, in an amount not to exceed $25,000. Parent shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of the Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by Parent.

    5.  Representations and Warranties.  The Company represents and warrants to, and agrees with, Parent that:

    (a) Each registration statement covering Registrable Securities and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(a)(ix) hereof and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto will conform in all material respects to the requirements of the Securities Act, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than (i) during a Suspension Period and (ii) from (A) such time as a notice has been given to Parent pursuant to Section 3(a)(v)(F) hereof until (B) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(b) hereof, each such registration statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(c)(ix) hereof, as

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then amended or supplemented, will conform in all material respects to the requirements of the Securities Act, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Parent expressly for use therein.

    (b) Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they become or became effective or are or were filed with the Commission, or if amended, when amended, as the case may be, will conform or conformed in all material respects to the requirements of the Exchange Act, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by Parent expressly for use therein.

    6.  Indemnification.

    (a)  Indemnification by the Company.  Upon the registration of Registrable Securities pursuant to Section 2 hereof, and in consideration of the agreements of Parent contained herein, and as an inducement to Parent to enter into the Merger Agreement and the Note Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless Parent and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities, and their respective directors officers, partners, agents and affiliates, against any losses, claims, damages or liabilities, joint or several, to which the Parent or any such agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to Parent, any such agent or any such underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company shall, and it hereby agrees to, reimburse Parent, any such agent and any such underwriter, and their respective directors, officers, partners, agents and affiliates, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

    (b)  Indemnification by Parent and any Agents and Underwriters.  The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2 hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an agreement or undertaking reasonably satisfactory to it from Parent and each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon

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an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to Parent, any agent or any underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

    (c)  Notices of Claims, Etc.  Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party) and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.

    (d)  Contribution.  Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if Parent or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), Parent shall not be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by Parent from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the

9

amount of any damages which Parent may have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Parent's and any underwriters' obligations in this Section 6(d) to contribute shall be several in proportion to the amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

    (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of the Company, any agent and any underwriter and each person, if any, who controls the Company or any agent or underwriter within the meaning of the Securities Act; and the obligations of Parent and any agents and underwriters contemplated by this Section 6 shall be in addition to any liability which Parent or any such agent or underwriter, respectively, may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of Parent (including any person who, with his consent, is named in any registration statement as about to become a director of Parent) and to each person, if any, who controls Parent within the meaning of the Securities Act.

    7.  Miscellaneous.

    (a)  No Inconsistent Agreements.  Other than pursuant to the Stock Purchase and Investor Rights Agreement dated January 18, 1999 and the Stock Purchase and Investors Rights Agreement dated July 13, 2000, the Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to its Common Stock or any other securities which would be inconsistent with the terms contained in this Agreement.

    (b)  Specific Performance.  The parties hereto acknowledge that there may be no adequate remedy at law if any party fails to perform any of its obligations hereunder and that each party may be irreparably harmed by any such failure, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the United States or any State thereof having jurisdiction.

    (c)  Notices.  Any notice or other communication required or permitted to be given hereunder shall be deemed effectively given when personally delivered, telexed, transmitted by facsimile or mailed by pre-paid certified mail, return receipt requested, or by telephone when confirmed in writing by one of the preceding methods addressed as follows (as applicable):

If to the Company, to:

PictureTel Corporation
100 Minuteman Road
Andover, MA 01810
Attention: Lewis Jaffee
Facsimile Number: (978) 292-3394

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with a copy to:

Ropes & Gray
One International Place
Boston, MA 02110
Attention: Howard K. Fuguet, Esq.
Facsimile Number: (617) 951-7050

If to Parent, to:

Polycom, Inc.
1565 Barber Lane
Milpitas, CA 95035
Attention: Robert C. Hagerty and Frederick Gonzalez
Facsimile Number: (408) 474-2955

with a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
Attention: Mark A. Bertelsen, Esq.
Facsimile Number: (650) 496-4367

or to such other address or number and to the attention of such other person as either party may designate by written notice to the other party. Notice shall be effective upon actual receipt.

    (d)  Survival.  The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of Parent, any director, officer or partner of Parent, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing.

    (e)  Law Governing.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

    (f)  Headings.  The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

    (g)  Entire Agreement; Amendments.  This Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersede all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and Parent.

    (h)  Assignment.  In connection with (i) any transfer of the Convertible Notes to (a) any affiliate of Parent or (b) any portion of the Convertible Note in a principal amount of not less than $1,000,000, (ii) the transfer of any of the Shares to an affiliate of Parent or (iii) the transfer of at least 50,000 of the Shares to any other Person, so long as in any event, such transfer is permitted under, and made in accordance with the provisions of the Note Agreement and the Convertible Notes, Parent may assign its rights hereunder in respect of such Convertible Notes and/or Shares to the transferee. Upon such assignment the transferee shall, insofar as the transferred Convertible Notes and/or Shares are concerned, be entitled to all of the rights, and be

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subject to all of the obligations, of Parent under this Registration Rights Agreement, and all references to the "Parent" herein shall thereafter be deemed to include Parent, or such transferee, or both, as the circumstances warrant and all decisions to be made or actions taken by Parent shall be deemed to be made or taken by the holders of a majority in interest of the Registrable Securities (assuming the pro forma conversion of the Convertible Notes as of any date of determination).

    (i)  Counterparts.  This agreement may be executed by the parties counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

[The remainder of this page is intentionally left blank]

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    Agreed to and accepted as of the date referred to above.

PICTURETEL CORP.
By:	/s/ DALTON T. EDGECOMB Name: Dalton T. Edgecomb Title: Chief Financial Officer
POLYCOM, INC.
By:	/s/ MICHAEL R. KOUREY Name: Michael R. Kourey Title: Chief Financial Officer

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Exhibit 99.19

REGISTRATION RIGHTS AGREEMENT

EX-99.20

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Exhibit 99.20

CONFIDENTIALITY AND STANDSTILL AGREEMENT

    This Confidentiality and Standstill Agreement (the "Agreement") is entered into as of this 7th day of March, 2001, by and between Polycom, Inc. ("Polycom"), and PictureTel Corporation ("PictureTel"), a Delaware corporation.

WITNESSETH:

    WHEREAS, Polycom and PictureTel may consider engaging in discussions with respect to a possible negotiated business combination involving PictureTel and Polycom or their respective subsidiaries (the "Transaction") and, prior to or during the course of any such discussions, PictureTel and Polycom each may have disclosed or, in the future, may disclose and make available to the other certain information concerning its business prospects, financial condition, operations, assets and liabilities;

    WHEREAS, all such information furnished to a party or its Representatives (as defined below) by or on behalf of the other party (irrespective of the form of communication and whether such information is so furnished before, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by a party or its Representatives containing or based in whole or in part on any such furnished information are collectively referred to herein as the "Confidential Information;" and

    WHEREAS, each of Polycom and PictureTel hereby agrees to receive such Confidential Information of the other and to disclose such Confidential Information to the other subject to the following terms and conditions.

    NOW, THEREFORE, for and in consideration of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

    1.  Non-Disclosure of Confidential Information.  (a) Each of PictureTel and Polycom shall (i) use the Confidential Information obtained from the other solely for the purpose of evaluating a possible Transaction and for no competitive or other purpose; (ii) not disclose the Confidential Information to any third party, except for disclosures to its directors, executive officers and representatives of its advisors (such as independent accountants, investment bankers, consultants and attorneys) acting on its behalf (collectively, its "Representatives") who in each case, in such party's reasonable judgment, need to know such information for the purpose of evaluating a possible Transaction and who are set forth on Annex A hereto, as it may be amended by the parties from time to time; (iii) inform its Representatives of the confidential nature of the Confidential Information and direct its Representatives to treat the Confidential Information confidentially and in accordance with the terms of this Agreement; (iv) take all additional reasonable precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement by its Representatives.

    (b) If either party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it is agreed that such party will provide the other party with prompt notice of such request so that such other party may seek an appropriate protective order and/or waive the notifying party's compliance with the provisions of this Agreement. If, in the absence of a protective order, either party is nonetheless compelled to disclose Confidential Information, such party may disclose, without liability hereunder, only that portion of the Confidential Information that such party is advised in writing by outside legal counsel is legally required to be disclosed; provided that such party gives to the other party written notice of the portion of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable and, upon such other party's request, uses reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

    2.  Non-Disclosure of Negotiations or Agreements.  Except as required by law, neither PictureTel, Polycom nor their respective Representatives shall disclose to any person (including, without limitation, any director, officer or employee that is not set forth on Annex A) the existence, status or terms of any discussions, negotiations or agreements between them concerning a possible Transaction, including without limitation any offer, letter of intent, proposal, price, value or valuation, or any similar terms, agreements or understandings between PictureTel and Polycom with respect thereto, or that such party has provided to or received from the other Confidential Information, without obtaining the prior written consent of the other party. The term "person" as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership or other entity or individual.

    3.  Ownership of Confidential Information.  Each party shall keep a reasonable record of the Confidential Information received by it and the location of such Confidential Information. All written Confidential Information delivered by one party hereto to the other party pursuant to the Agreement shall be and remain the property of the delivering party, and upon the written request of the delivering party, the receiving party shall (i) promptly return such Confidential Information and shall not retain any copies or other reproductions or extracts thereof, (ii) destroy or have destroyed all memoranda, notes, reports, analyses, compilations, studies, interpretations, or other documents derived from or containing Confidential Information, and all copies and other reproductions and extracts thereof, and (iii) provide a certificate to the delivering party certifying that the foregoing materials have, in fact, been destroyed or returned, signed by an authorized officer supervising such destruction or return. Notwithstanding the return or destruction of the Confidential Information, each party and its Representatives will continue to be bound by the confidentiality and other obligations hereunder. Each party will keep a record of each person, other than its Representatives, that is afforded access to the other party and/or the Confidential Information of the other party, and before such access is afforded, each party agrees to inform such person of the requirements of this Agreement. Each party will furnish to the other party, upon request, a written copy of such record of such persons, other than its Representatives, that have been afforded access to the other party and/or the Confidential Information.

    4.  Information Not Deemed Confidential Information.  The term "Confidential Information" does not include information that (i) is or becomes generally available to the public, other than, as a result of a disclosure by the receiving party or its Representatives in violation of this Agreement; (ii) is or becomes available to the receiving party from a source other than the delivering party or its Representatives, provided that such source is not known by the receiving party to be bound by an obligation of confidentiality to such delivering party or its Representatives; or (iii) was within the receiving party's possession prior to being furnished to the receiving party by or on behalf of the delivering party, provided that the person providing such information to the receiving party was not bound by a confidentiality agreement with the delivering party or otherwise prohibited from transferring such information to the receiving party by any contractual, legal or fiduciary obligation.

    5.  No Warranty.  Neither PictureTel, Polycom nor any of their respective officers, directors, employees, representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to the delivering party from its use, except as set forth in a definitive agreement for a Transaction. Only the representations and warranties that are made in a definitive agreement for a Transaction, when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.

    6.  No Agreement.  Unless a definitive agreement regarding a Transaction between PictureTel and Polycom has been executed and delivered, neither Polycom, PictureTel nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this letter agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein. Each party

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further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction, to deny any request for Confidential Information (regardless of the reasonableness of such request) and to terminate discussions or negotiations with the other party at any time. Neither this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of PictureTel and Polycom, which consent shall refer specifically to this paragraph (or such other provision) and explicitly make such waiver or amendment.

    7.  Non Solicitation.  Unless a Transaction is consummated, each party agrees that, for a period of eighteen (18) months from the date hereof, it will not hire or directly or indirectly solicit employment of (other than by means of a general advertisement) any of the (i) employees of the other party with whom it has had contact during the process contemplated by this Agreement or (ii) management level personnel or officers of the other party. It is expressly understood that this Agreement is not intended to preclude the ability of the parties to compete with one another in the ordinary course and that each party will arrange with the Principal, President or Chief Financial Officer of the other party (and no other individuals) for appropriate contacts for due diligence purposes. Unless otherwise agreed by either party, all (i) communications regarding a possible Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, or (iv) discussions or questions regarding procedures will be submitted or directed only to the President or Chief Financial Officer of the other party. Without the prior written consent of the President of the other party, neither party nor its Representatives will initiate, or cause to be initiated, any communication with any officer, director or employee of the other party concerning the Confidential Information or any possible Transaction.

    8.  Non-Public Information.  PictureTel has outstanding publicly-held securities and the Confidential Information contains material non-public information. Each of the parties acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States securities laws prohibit any person in possession of material non-public information about a company from purchasing or selling securities of such company, and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, and each party agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of such Act or rules or regulations, including, without limitation, Rules 10b-5 and 14e-3.

    9.  Standstill.  Each of the parties agrees that, until the expiration of eighteen months from the date of this Agreement, without the prior written consent of the Board of Directors or General Partners of the other party, it and its affiliates will not (i) in any manner acquire, agree to acquire or make any proposal or offer or otherwise seek to acquire, directly or indirectly any securities (or rights in respect thereof), assets or property of the other party or any of its subsidiaries, whether such agreements or proposals or offers are made with or to the other party (or any controlling person or successor thereof) or any of its subsidiaries; (ii) enter into or agree, offer, seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination involving the other party or any of its subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the other party or any of its subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the other party or any of its subsidiaries; (v) otherwise act, alone or in concert with others, to seek or propose to control or influence the management, Board of Directors or policies of the other party; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or propose any of such activities to

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any other person; or (vii) publicly disclose any intention, plan or arrangement inconsistent with the foregoing; (viii) directly or indirectly advise, encourage, provide assistance (including debt or equity financial assistance) to or hold discussions with or invest in any other person in connection with any of the foregoing. Each party also agrees that, during such eighteen month period, neither it nor any of its affiliates will: (i) request the other party or its advisors, directly or indirectly, to (1) amend or waive any provision of this paragraph (including this sentence) or (2) otherwise consent to any action inconsistent with any provision of this paragraph (including this sentence); or (ii) take any initiative with respect to the other party or any of its subsidiaries that could reasonably be expected to require the other party to make a public announcement regarding (1) such initiative, (2) any of the activities referred to in this paragraph, (3) the possibility of a Transaction or any similar transaction or (4) the possibility of such party or any other person acquiring control of the other party, whether by means of a business combination or otherwise. Notwithstanding any other provision hereof, this Section 9 shall not apply to a party in the event of a bona fide publicly announced proposal, offer or agreement by a third party not acting in concert with such party (i) to acquire more than 51% of any class of stock (or rights in respect thereof) of the other party or (ii) to acquire the other party, or all or substantially all of its assets, by means of a merger, consolidation, asset purchase or other similar transaction. Additionally, the Principal or President of a party may contact the Principal or President of the other party for the purpose of expressing continuing or renewed interest in a Transaction, provided that, unless invited to do so by the President of the other party, no offer or proposal shall be made that would require public disclosure or formal consideration by such other party or its Board of Directors.

    10.  No Waiver.  No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any right, power or privilege hereunder. Any waiver of a breach hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.

    11.  Remedies.  Each party agrees to indemnify the other party from any damages, loss, cost or liability (including, without limitation, legal fees and the cost of enforcing this Agreement) arising out of or resulting from any unauthorized use or disclosures of any Confidential Information by the other party or its Representatives. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by either party and that the non-breaching party shall be entitled to seek equitable relief, including specific performance and injunction, as a remedy for any such breach. Each party agrees to waive, and to use its best efforts to cause its directors, officers, employees or agents to waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by either party, but shall be in addition to all other remedies available at law or in equity to the non-breaching party.

    12.  Governing Law.  This Agreement is for the benefit of the parties and their respective directors, officers, employees, representatives and agents and their respective successors and assigns and shall be governed by and construed in accordance with the internal substantive laws and not the choice of law rules of the Commonwealth of Massachusetts.

    13.  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute but one and the same Agreement.

    14.  Severability.  If any provision of this Agreement is found to violate any statute, regulation, rule, order, decision or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this

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Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation.

Polycom, Inc.

By:

Name:

Title:

PictureTel Corporation

By:

Name:

Title:

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ANNEX A

Polycom:

Principals, Officers, Critical Employees and Directors

Advisors:

Investment Bankers

Legal Counsel

PictureTel Corporation:

Officers, Critical Employees and Directors

Enzo Torressi
David Levi
Carl Ledbetter
Werner Schmucking
Norman Gaut
Lewis Jaffe
Dalton Edgecomb
W. Robert Kellegrew, Jr.

Advisors:

Robert Knight
Ralph Takala

Legal Counsel:

Ropes & Gray

Investment Bankers

Robertson Stephens

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Exhibit 99.20

EX-99.21

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Exhibit 99.21

[Polycom Letterhead]

June 15, 2001

PictureTel Corporation
100 Minuteman Road
Andover, MA 01810

Ladies and Gentlemen:

    This letter agreement sets forth the agreement of Polycom, Inc., a Delaware corporation ("Parent") and PictureTel Corporation, a Delaware corporation ("Company") with respect to the voting of the shares (the "Shares") of common stock of the Company, par value $0.01 per share (the "Common Stock") issuable upon conversion of the Company's Series A Senior Convertible Note and Series B Senior Convertible Note (the "Notes" and, together with the Shares, the "Securities") and certain other matters set forth herein. The parties acknowledge that the agreements contained herein are an integral part of the transactions contemplated by the Note Agreement dated the date hereof between the parties.

    Parent and Company agree as follows:

    1.  Significant Transactions.  At all times following the termination of the Merger Agreement dated May 24, 2001 between Parent, Pharaoh Acquisition Corp. and Company, Parent shall cast all votes to which Parent is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, for, against or in abstention on any of the matters set forth below in the same proportion as shares of voting capital stock of the Company are voted by all stockholders of the Company other than Parent with respect to matters relating to the election of directors, dividends and on any transaction or series of transactions relating to stock issuances, charter amendments, recapitalizations, mergers, consolidations, reorganizations, sales of all or substantially all assets or other similar transactions involving the Company. The foregoing voting agreement shall be inapplicable with respect to any matter other than those set forth in this Section and with respect to any shares of Common Stock owned by Parent other than the Shares (other than shares of Common Stock issued as a dividend or distribution on the Shares or in connection with some other reclassification, combination or reorganization involving the outstanding common stock of the Company).

    2.  Right of First Refusal.  Parent shall provide the Company with 10 days advance written notice of any proposed sale, disposition or other transfer by it of the Securities (other than to an affiliate of Parent), together with a reasonably detailed summary of the material terms, including price, of the proposed sale, disposition or other transfer (a Transfer Notice"). The Company shall have the right to purchase all, but not less than all, of such Securities on the terms outlined in such Transfer Notice by notice given within 10 business days of receipt of the Transfer Notice. If there is a material change in the terms of any proposed sale, disposition or other transfer by Parent (which shall be deemed to include any change in price; provided, that if such price is determined by reference to the price of the Common Stock as quoted on the primary trading market for the Common Stock, there shall not be deemed to be a change in price unless there is a change in the method of calculating such price), Parent must furnish a separate Transfer Notice to the Company and the terms of this Section 2 must be separately complied with, in order to consummate such proposed sale, disposition or other transfer. Any purported sale, disposition or other transfer by Parent in violation of the terms of this Section 2 shall be void and of no effect. The provisions of this Section 3 shall terminate with respect to the Shares on the earlier to occur of (i) December 20, 2001, or (ii) 90 days after a shelf registration statement is filed with the Securities and Exchange Commission pursuant to the Registration Rights Agreement between the Company and Parent dated May  , 2001.

    3.  Grant of Proxy.  Parent hereby grants to the Company an irrevocable proxy, coupled with an interest, to vote its Shares in accordance with the agreements contained in Sections 1. This proxy shall

be inapplicable with respect to any matter other than those set forth in Section 1 and with respect to any shares of Common Stock owned by Parent other than the Shares (other than shares of Common Stock issued as a dividend or distribution on the Shares or in connection with some other reclassification, combination or reorganization involving the outstanding common stock of the Company).

    4.  Governing Law.  This letter agreement shall be deemed an agreement under seal and shall be governed by the internal laws of The State of Delaware applicable to contracts wholly executed and performed therein.

    6.  Specific Performance.  Parent and the Company agree that irreparable damage would occur in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent and the Company shall be entitled to seek an injunction or injunctions to prevent breaches of this letter agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. In any action at law or suit in equity to enforce this letter agreement or the rights of any of the parties hereunder, the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys' fees and all other reasonable costs and expenses incurred in such action or suit.

    7.  Miscellaneous.  This letter agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. Parent agrees that no transfer, sale or assignment of the Securities to any transferee shall be effective unless such permitted transferee has delivered to the Company a written acknowledgement and agreement in form and substance satisfactory to the Company that the Securities to be received by such permitted transferee shall continue to be governed by the terms of this Agreement and that such transferee shall be deemed to be "Parent" for all purposes of this letter agreement.

    8.  Termination.  Shares of Common Stock of the Company issued upon conversion of the Notes shall no longer be deemed Shares hereunder nor governed by the terms of this letter agreement if such shares are sold pursuant to an effective registration statement of the Company or to the public pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended.

	Very truly yours,
	POLYCOM, INC.
	By: /s/ Michael R. Kourey
	Title: Chief Financial Officer
AGREED TO AND ACCEPTED:
PICTURETEL CORPORATION
By: /s/ Dalton T. Edgecomb
Title: Chief Financial Officer

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Exhibit 99.21