Common use of Severance and Retention Payments Clause in Contracts

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)

Severance and Retention Payments. 6.1 Subject to Executive's continued employment with the Company, Polycom, Polycom or an affiliate thereof on such payment datesfor 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 Company shall pay Executive one-third commence payment of the Total Severance and Retention Payments within 15 days beginning with the first Polycom payroll payment following the Closing, an additional one-third of the . Such Base Salary and Total Severance and Retention Payments on shall continue to be paid to Executive during the first anniversary of the Post-Closing and the final one-third of the Total Severance and Retention Payments on the second anniversary of the ClosingEmployment 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. However, in In the event of Executive's termination of employmentemployment 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) upon the termination of the Executive's employment Executive during the term of this Agreement, in addition to Post-Closing Employment Period) over the payments and benefits described in Section 5.0 hereof, unless such termination is (i) by period remaining period until two years following the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good ReasonClosing. No severance payments Severance and Retention Payments shall be payable pursuant to this Agreement following the preceding sentence in second anniversary of the Closing. In the event of Executive's (i) termination 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 employment for Causethe Closing, (ii) voluntary termination Executive shall receive the balance of employment other than for Good Reason, (iii) termination of employment due to death or Disability, or (iv) termination of employment following 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 severance paymentsTotal Severance and Retention Payments, if any, payable under this Section 6.1 will be paid in twenty-four substantially equal monthly installments increments on the same payroll cycle as applies to active Polycom employees over a period of up to two years following a triggering Date of Terminationthe 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 of Executive's Executive is eligible to receive Severance and Retention Payments following his termination of employment after pursuant to Section 6.1, then for the second anniversary of identical time period over which Executive receives such post-termination Severance and Retention Payments (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"Severance Period"), the Company shall pay arrange to provide the Executive, in addition Executive with medical and dental insurance benefits substantially similar to those which the Executive is receiving immediately prior 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) 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 Good Reasoncost 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 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 (i)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.

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 half of the Total Severance and Retention Payments within 15 days following the Closing, an additional and the final one-third half 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 twelve 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 first anniversary of the Closing and on or prior to the third 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 lesser event of (i)Executive's termination of employment on or after the second anniversary of the Closing and on or prior to the third