EXHIBIT 2.2 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF REORGANIZATION (the "Amendment") is made and is effective as of...Agreement and Plan of Reorganization • January 16th, 1998 • Polycom Inc • Telephone & telegraph apparatus • California
POLYCOM, INC.Underwriting Agreement • July 13th, 2000 • Polycom Inc • Telephone & telegraph apparatus • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG POLYCOM, INC., MERGER SUB LTD. AND ACCORD NETWORKS LTD. DATED AS OF DECEMBER 5, 2000Merger Agreement • December 11th, 2000 • Polycom Inc • Telephone & telegraph apparatus • Delaware
EXHIBIT 10.1 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of March 17, 1997, is made between Michael Kourey ("Pledgor"), and Polycom, Inc. ("Secured Party"). Pledgor and Secured Party hereby agree as follows: SECTION...Stock Pledge Agreement • May 14th, 1997 • Polycom Inc • Telephone & telegraph apparatus • California
POLYCOM, INC. ANDPreferred Shares Rights Agreement • March 2nd, 2001 • Polycom Inc • Telephone & telegraph apparatus • Delaware
POLYCOM, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 11th, 2008 • Polycom Inc • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT is entered into, effective as of [DATE], by and between Polycom, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
RECITALSCompany Voting Agreement • December 11th, 2000 • Polycom Inc • Telephone & telegraph apparatus • Delaware
LOGO]Standard Industrial Lease • March 13th, 1998 • Polycom Inc • Telephone & telegraph apparatus
FORM OF NON-OFFICER PERFORMANCE SHARE AGREEMENT] POLYCOM, INC. PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • July 31st, 2015 • Polycom Inc • Telephone & telegraph apparatus • California
Polycom, Inc. (the “Company”) hereby grants you, [NAME] (the “Employee”), an Award of Performance Shares under the Company’s 2011 Equity Incentive Plan (the “Plan”). The date of this Performance Share Agreement (the “Agreement”) is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached), Appendix B (attached) and of the Plan, the principal features of this Award are as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG POLYCOM, INC., TRIANGLE PRIVATE HOLDINGS I, LLC, and TRIANGLE PRIVATE MERGER SUB INC. July 8, 2016Merger Agreement • July 8th, 2016 • Polycom Inc • Telephone & telegraph apparatus • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 8, 2016, is entered into by and among Polycom, Inc., a Delaware corporation (the “Company”), Triangle Private Holdings I, LLC, a Delaware limited liability company (“Parent”), and Triangle Private Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”).
7,000,000 Shares POLYCOM, INC. COMMON STOCK, $.0005 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2002 • Polycom Inc • Computer communications equipment • New York
Thomas Weisel Partners LLC, Morgan Stanley & Co. Incorporated, Goldman Sachs & Co., RBC Dain Rauscher Inc. and Wells Fargo Securities, LLC c/o Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, California 94104
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...Executive Officer Change in Control Agreement • June 18th, 2001 • Polycom Inc • Computer communications equipment • California
AGREEMENT AND PLAN OF MERGER by and among POLYCOM, INC. SPYGLASS ACQUISITION CORP. and SPECTRALINK CORPORATION Dated as of February 7, 2007Merger Agreement • February 8th, 2007 • Polycom Inc • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 7, 2007 by and among Polycom, Inc., a Delaware corporation (“Parent”), Spyglass Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and SpectraLink Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
FORM OF NON-OFFICER RESTRICTED STOCK UNIT AGREEMENT – TIME-BASED VESTING] POLYCOM, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 31st, 2015 • Polycom Inc • Telephone & telegraph apparatus • California
Polycom, Inc. (the “Company”) hereby grants you, [NAME] (the “Employee”), an Award of Restricted Stock Units under the Company’s 2011 Equity Incentive Plan (the “Plan”). The date of this Restricted Stock Unit Agreement (the “Agreement”) is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this Award are as follows:
RECITALSCompany Affiliate Agreement • December 11th, 2000 • Polycom Inc • Telephone & telegraph apparatus • Delaware
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...Executive Officer Change in Control Agreement • June 18th, 2001 • Polycom Inc • Computer communications equipment • California
TENDER AND VOTING AGREEMENTTender and Voting Agreement • February 20th, 2007 • Polycom Inc • Telephone & telegraph apparatus • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of , 2007 by and between Polycom, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of SpectraLink Corporation, a Delaware corporation (the “Company”).
POLYCOM, INC. AMENDED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 1st, 2008 • Polycom Inc • Telephone & telegraph apparatus • California
This Amended Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (the “Employee”) and Polycom, Inc., a Delaware Corporation (the “Company”), effective as of [DATE] (the “Effective Date”) and amends and restates the Amended Change of Control Severance Agreement entered into as of [APPLICABLE DATE] by the Employee and the Company.
POLYCOM, INC. AMENDED SEVERANCE AGREEMENTSeverance Agreement • February 9th, 2010 • Polycom Inc • Telephone & telegraph apparatus • California
This Amended Severance Agreement (the “Agreement”) is made and entered into by and between Polycom, Inc., a Delaware Corporation (the “Company”), and you, Robert Hagerty, effective as of February 8, 2010, and amends and restates the Amended Severance Agreement entered into as of January 1, 2010, which amended and restated the Amended Severance Agreement entered into as of December 19, 2008, which amended and restated the Severance Agreement entered into as of May 20, 2008, which amended and restated the Severance Agreement entered into as of July 31, 2003 (the “Original Effective Date”), by you and the Company. For purposes of this Agreement, the “Company” shall include any parent or subsidiary of the Company, unless the context clearly requires otherwise.
POLYCOM, INC. AMENDED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • July 30th, 2010 • Polycom Inc • Telephone & telegraph apparatus • California
This Amended Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Andrew M. Miller (the “Employee”) and Polycom, Inc., a Delaware corporation (the “Company”), effective as of May 10, 2010 (the “Effective Date”), and amends and restates the Change of Control Severance Agreement entered into effective as of July 1, 2009 by the Employee and the Company.
BY AND AMONG POLYCOM, INC.Agreement and Plan of Reorganization • December 15th, 1999 • Polycom Inc • Telephone & telegraph apparatus • California
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • October 29th, 2015 • Polycom Inc • Telephone & telegraph apparatus • California
This amended and restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (the “Employee”) and Polycom, Inc., a Delaware corporation (the “Company”), effective as of [DATE] (the “Effective Date”).
POLYCOM, INC. RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES IN THE UNITED KINGDOMRestricted Stock Unit Agreement • July 27th, 2009 • Polycom Inc • Telephone & telegraph apparatus • California
Polycom, Inc. (the “Company”) hereby grants you, [Name] (the “Employee”), an award of Restricted Stock Units (“Award”) under the Company’s 2004 Equity Incentive Plan (the “Plan”). The date of this Restricted Stock Unit Agreement (the “Agreement”) is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached), Appendix B for the Employee’s country (if any) and of the Plan, the principal features of this Award are as follows:
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT TIME-BASED VESTING POLYCOM, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 30th, 2013 • Polycom Inc • Telephone & telegraph apparatus • California
Polycom, Inc. (the “Company”) hereby grants you, [NAME] (the “Director”), an award of Restricted Stock Units under the Company’s 2011 Equity Incentive Plan (the “Plan”). The date of this Restricted Stock Unit Agreement (the “Agreement”) is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached), and of the Plan, the principal features of this award are as follows:
POLYCOM, INC. 2004 EQUITY INCENTIVE PLAN (February 6, 2008 Restatement)2004 Equity Incentive Plan • February 11th, 2008 • Polycom Inc • Telephone & telegraph apparatus • California
ARTICLE I DEVELOPMENT OF VIDEO CONFERENCING PRODUCTS 1.1 DEVELOPMENT OF POLYCOM PRODUCTS; DELIVERY OF PROTOTYPES.Joint Marketing and Development Agreement • August 13th, 1997 • Polycom Inc • Telephone & telegraph apparatus • California
POLYCOM, INC. AMENDED AND RESTATED OFFICER PERFORMANCE SHARE AGREEMENTOfficer Performance Share Agreement • July 30th, 2010 • Polycom Inc • Telephone & telegraph apparatus • California
This Amended and Restated Officer Performance Shares Agreement (the “Agreement”) amends and restates your original [DATE], Officer Performance Share Agreement covering a Target Number of Performance Shares of [NUMBER] Shares (the “Original Agreement”), in its entirety. Polycom, Inc. (the “Company”) has granted you, [NAME] (the “Employee”), an award of Performance Shares under the Company’s 2004 Equity Incentive Plan (the “Plan”), on [DATE] (the “Grant Date”). For the avoidance of doubt, the Original Agreement has been superseded and replaced by this Agreement, and accordingly, the Original Agreement is null and void and no longer remains in effect.
CREDIT AGREEMENT dated as of September 13, 2013 among POLYCOM, INC. as Borrower, The Lenders Party Hereto, The Guarantors Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC. as Administrative Agent and MORGAN STANLEY SENIOR FUNDING, INC. as Collateral...Credit Agreement • November 1st, 2013 • Polycom Inc • Telephone & telegraph apparatus • New York
CREDIT AGREEMENT, dated as of September 13, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among POLYCOM, INC., a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Initial Lenders (as hereinafter defined), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined) and as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined).
POLYCOM, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 16th, 2001 • Polycom Inc • Computer communications equipment • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between ____________ (the “Employee”) and Polycom, Inc., a Delaware Corporation (the “Company”), effective as of _____________ (the “Effective Date”).
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...Executive Officer Change in Control Agreement • June 18th, 2001 • Polycom Inc • Computer communications equipment • California
POLYCOM, INC. SEVERANCE AGREEMENTSeverance Agreement • November 3rd, 2003 • Polycom Inc • Telephone & telegraph apparatus • California
This Agreement is made by and between Polycom, Inc. (the “Company”), and you, Robert Hagerty. This Agreement is effective as of July 31, 2003 (the “Effective Date”). For purposes of this Agreement, the “Company” shall include any parent or subsidiary of the Company, unless the context clearly requires otherwise.
QuickLinks -- Click here to rapidly navigate through this documentSubordination Agreement • June 18th, 2001 • Polycom Inc • Computer communications equipment
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.
PURCHASE AND SALE AGREEMENT by and between MOBILE DEVICES HOLDINGS, LLC and POLYCOM, INC. May 10, 2012Purchase and Sale Agreement • August 1st, 2012 • Polycom Inc • Telephone & telegraph apparatus • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2012 by and between Mobile Devices Holdings, LLC, a Delaware limited liability company (“Buyer”), and Polycom, Inc., a Delaware corporation (“Seller”). Each of Buyer and Seller are referred to herein sometimes as a “Party” and together as the “Parties.”
POLYCOM, INC. EXECUTIVE SEVERANCE PLAN RELEASE OF CLAIMSExecutive Severance Plan • November 2nd, 2010 • Polycom Inc • Telephone & telegraph apparatus • Massachusetts
This Release of Claims (the “Release”) is made by and between Geno J. Alissi (“Executive”) and Polycom, Inc., a Delaware Corporation (the “Company”) (collectively referred to as the “Parties”).
POLYCOM, INC. CONSULTING AGREEMENTConsulting Agreement • July 30th, 2010 • Polycom Inc • Telephone & telegraph apparatus • California
This Consulting Agreement (this “Agreement”) is made and entered into as of May 10, 2010 (the “Effective Date”) by and between Polycom, Inc., a Delaware corporation (the “Company”), and Robert C. Hagerty (“Consultant”) (each herein sometimes referred to individually as a “Party,” or collectively as the “Parties”).
