MITEL NETWORKS CORPORATION

Exhibit 10.1

MITEL NETWORKS CORPORATION

000 Xxxxxx Xxxxx

Xxxxxx, Xxxxxxx

Xxxxxx X0X 0X0

July 7, 2016

BY EMAIL

Polycom, Inc.

0000 Xxxxxxx Xxxxxx Xxxxx

Xxx Xxxx, Xxxxxxxxxx 00000

Attention: Xxxxx X. Xxxxxxx

Ladies and Gentlemen:

Reference is made to that certain Agreement and Plan of Merger, dated as of April 15, 2016 and as thereafter amended (the “Merger Agreement”), by and among Polycom, Inc. (the “Company”), Mitel Networks Corporation (“Parent”) and Meteor Two, LLC. Further reference is made to the letter from the Company to Parent, dated July 7, 2016, regarding the Company Acquisition Proposal received from Siris Capital Group, LLC, which the Company Board has determined is a Company Superior Proposal. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in the Merger Agreement.

Parent hereby waives the “matching period” set forth in Section 5.02(b) of the Merger Agreement. Please indicate that the Company will terminate the Merger Agreement pursuant to Section 9.0l(h) thereof (the “Termination”) by returning a signed copy of this letter and paying the Company Termination Fee in immediately available funds to Parent’s account set forth on Annex A hereto. The Termination shall be automatically effective upon receipt by Parent of the Company Termination Fee.

[Signature page follows]

Please indicate your acceptance and agreement of the foregoing by signing where indicated below and returning a signed copy of this letter to Mitel pursuant to Section 10.05 of the Merger Agreement.

Very truly yours,
MITEL NETWORKS CORPORATION
By:		/s/ Xxxx Xxxxxxx
		Xxxx Xxxxxxx
		Vice President, General Counsel &
		Corporate Secretary

Accepted and Agreed as of the date first written above:
POLYCOM, INC.
By:		/s/ Xxxxx X. Xxxx
		Name:		Xxxxx X. Xxxx
		Title:		Chief Financial Officer & Executive Vice President

cc:		Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
		Xxx Xxxxxx Xxxxx
		Xxxxx Xxxxx, Xxxxx 0000
		Xxx Xxxxxxxxx, XX 00000
		Attention: Xxxxxxx X. Xxxxxxx
		Email: xxxxxxxx@xxxx.xxx
		Xxxxxxxx & Xxxxxxxx LLP
		000 Xxxxxx Xxxxxx
		Xxx Xxxxxxxxx, XX 00000
		Attention: Xxxxxx X. Xxxxxxxx
		Email: xxxxxxxxx@xxxx.xxx
		Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP
		0000 Xxxxxx xx xxx Xxxxxxxx
		Xxx Xxxx, XX 00000
		Attention: Xxxx X. Xxxxxxx
		Email: xxxxxxxx@xxxxxxxxx.xxx

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