EXHIBIT 1
AMENDMENT NO. 4 TO THE
RIGHTS AGREEMENT
OF PICTURETEL CORPORATION
This Amendment No. 4, dated as of June 15, 2001, amends the Rights
Agreement dated as of March 25, 1992 (as amended to date, the "RIGHTS
AGREEMENT"), between PictureTel Corporation, a Delaware corporation (the
"COMPANY") and Fleet National Bank (f/k/a BankBoston, N.A., f/k/a First National
Bank of Boston), as Rights Agent. Capitalized terms which are used herein
without definition and which are defined in the Rights Agreement shall have the
respective meanings assigned to such terms in the Rights Agreement.
W I T N E S S E T H:
WHEREAS, on March 25, 1992, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, shares of the Company's Junior Preference
Stock;
WHEREAS, on March 25, 1992, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Company outstanding on the Dividend Record Date and
authorized the issuance of one Right (subject to certain adjustments) for each
share of Common Stock of the Company issued between the Dividend Record Date and
the Distribution Date;
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Continuing
Directors have approved an amendment of certain provisions of the Rights
Agreement as set forth below.
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. The definition of "Exempt Person" in Section 1(v) is hereby amended
by adding the following at the end of Section 1(v) immediately after Section
1(v)(iii):
"and (iv) Polycom, Inc. and any of its Affiliates
solely to the extent that any such Person is or
becomes the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding by reason of
the issuance or execution of, or the consummation of
the transactions contemplated by, each of the Note
Agreement (as defined in the Agreement and Plan of
Merger dated as of May 24, 2001, by and among the
Company, Polycom, Inc. and Pharaoh Acquisition Corp.
(the "Merger Agreement")) and the Convertible Notes
(as defined in the Merger Agreement), including, but
not limited to, the conversion of the Convertible
Notes."
2. A new Section 36 is hereby added to add the following:
"Notwithstanding any provision in the contrary in this
Agreement, no holder of any Right shall be entitled to exercise such
Right under or be entitled to any Right pursuant to, any sections of
this Agreement, in any case by reason of the issuance or execution of
the Convertible Notes or the Note Agreement or the consummation of any
of the transactions contemplated thereby, including, without
limitation, the conversion of the Convertible Notes."
3. EFFECT OF AMENDMENT. Except as expressly amended hereby, the
Rights Agreement, as amended to the date hereof, shall remain in full force and
effect.
4. GOVERNING LAW. This Agreement shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of said state
applicable to contracts made and to be performed entirely within said state.
5. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
[THE REMAINDER OF THE PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
to the Rights Agreement to be duly executed as of the day and year first above
written.
PICTURETEL CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
---------------------
Title: Vice President and Chief Financial Officer
Attest:
By: /s/ Xxxxxxxx Xxxxx
------------------------
FLEET NATIONAL BANK
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------------
Title: Managing Director
Attest:
By: /s/ Xxxxxxxx X. XxXxxx
------------------------
