POLYCOM INC
S-8, 1997-12-23
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>

       As filed with the Securities and Exchange Commission on December 23, 1997
                                               Registration No. 333-

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                               -----------------------

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                               -----------------------

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

               DELAWARE                                    94-3128324
     (State or other jurisdiction                        (IRS Employer
     of incorporation or organization)                  Identification No.)

                                 2584 JUNCTION AVENUE
                             SAN JOSE, CALIFORNIA  95134
                 (Address of principal executive offices) (Zip Code)

                               ------------------------
                              1996 STOCK INCENTIVE PLAN
                               (Full title of the Plan)

                               -----------------------
                                  MICHAEL R. KOUREY
                               CHIEF FINANCIAL OFFICER
                                    POLYCOM, INC.
                                 2584 JUNCTION AVENUE
                             SAN JOSE, CALIFORNIA  95134
                       (Name and address of agent for service)

                                     ------------
            (Telephone number, including area code, of agent for service)
                                    (408) 526-9000

                           CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       Proposed            Proposed
      Title of                                          Maximum             Maximum
     Securities                      Amount            Offering            Aggregate            Amount of
       to be                         to be              Price               Offering           Registration
     Registered                    Registered(1)       per Share(2)         Price(2)                Fee
     ----------                    ----------          ---------            -----                   ---

  1996 Stock Incentive Plan:
  -------------------------
  <S>                              <C>                 <C>                 <C>                 <C>
  Options to purchase
  Common Stock                     1,000,000             N/A                  N/A                   N/A

  Common Stock, $.001 par value    1,000,000 shares    $5.1875             $5,187,500            $1,530.31
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------

</TABLE>
(1) This Registration Statement shall also cover any additional shares of
    Common Stock which become issuable under the 1996 Stock Incentive Plan by
    reason of any stock dividend, stock split, recapitalization or other
    similar transaction effected without the receipt of consideration which
    results in an increase in the number of the outstanding shares of Common
    Stock of Polycom, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended, on the basis of the average of the high
    and low selling prices per share of Common Stock of Polycom, Inc. on
    December 19, 1997, as reported by the Nasdaq National Market.


<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Polycom, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):

    (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 29, 1996, filed with the SEC on March 26, 1997, as amended on
         May 6, 1997;

    (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         March 30, 1997, June 29, 1997 and September 28, 1997, filed with the
         SEC on May 14, 1997, August 13, 1997 and November 12, 1997,
         respectively; and

    (c)  The Registrant's Current Reports on Form 8-K, filed with the SEC on
         August 13, 1997 and September 9, 1997; and

    (d)  The Registrant's Registration Statement No. 00-27978 on Form 8-A filed
         with the SEC on March 12, 1996 pursuant to Section 12 of the
         Securities Exchange Act of 1934, as amended (the "1934 Act"), as
         amended on April 26, 1996, in which there is described the terms,
         rights and provisions applicable to the Registrant's outstanding
         Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended.  Article VII of the Registrant's Bylaws provides for mandatory
indemnification of its directors and officers and permissible indemnification of
employees and other agents to the


<PAGE>


maximum extent permitted by the Delaware General Corporation Law.  The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law.  In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law.  The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.  The Registrant has
entered into Indemnification Agreements with its officers and directors.  The
Indemnification Agreements provide the Registrant's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS

Exhibit Number     Exhibit
- --------------     -------
     4             Instruments Defining Rights of Stockholders.  Reference is
                   made to Registrant's Registration Statement No. 00-27978 on
                   Form 8-A as amended (including the exhibits thereto) which
                   is incorporated herein by reference pursuant to Item 3(d).
     5             Opinion and Consent of Brobeck, Phleger & Harrison LLP.
    23.1           Consent of Coopers & Lybrand, L.L.P., Independent Auditors.
    23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.
    24             Power of Attorney.  Reference is made to page II-4 of this
                   Registration Statement.
    99.1           1996 Stock Incentive Plan, as amended and restated March 5,
                   1997.
    99.2*          Form of Notice of Grant of Stock Option.
    99.3*          Form of Stock Option Agreement.
    99.4*          Form of Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right).
    99.5*          Form of Addendum to Stock Option Agreement (Involuntary
                   Termination
                   Following a Corporate Transaction).
    99.6*          Form of Addendum to Stock Option Agreement (Involuntary
                   Termination Following a Change in Control).
    99.7*          Form of Notice of Grant of Automatic Stock Option (Initial
                   Grant).
    99.8*          Form of Notice of Grant of Automatic Stock Option (Annual
                   Grant).
    99.9*          Form of Automatic Stock Option Agreement.
    99.10*         Form of Stock Issuance Agreement.
    99.11*         Form of Addendum to Stock Issuance Agreement (Involuntary
                   Termination Following a Corporate Transaction).
    99.12*         Form of Addendum to Stock Issuance Agreement (Involuntary
                   Termination Following a Change in Control).

*  Exhibits 99.2 through 99.12 are incorporated herein by reference to Exhibits
99.2 through 99.12, respectively, to Registrant's Registration Statement on Form
S-8, file number 333-04626, filed with the SEC on May 3, 1996.


                                         II-2
<PAGE>

Item 9.  UNDERTAKINGS

         A.   The undersigned Registrant hereby undertakes:  (1) 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 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 (the "1934 Act") that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the Securities Act of 1933 (the "1933 Act") 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; and (3) 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 Registrant's 1996
Stock Incentive Plan.

         B.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act that is
incorporated by reference into this 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.

         C.   Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.


                                         II-3
<PAGE>

                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose, State of California, on this
18th day of December, 1997.

                                       POLYCOM, INC.


                                       By: /s/ Brian L. Hinman
                                           -----------------------------------
                                           Brian L. Hinman
                                           Chairman of the Board and Chief
                                           Executive Officer


                                  POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Polycom, Inc., a
Delaware corporation, do hereby constitute and appoint Brian L. Hinman and
Michael R. Kourey and each of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement.  Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof.  This Power of Attorney may be signed in several
counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


Signature               Title                              Date
- ---------               -----                              ----



/s/ Brian L. Hinman     Chairman of the Board and Chief    December 18, 1997
- --------------------    Executive Officer (Principal
Brian L. Hinman         Executive Officer)



                                         II-4
<PAGE>

Signature               Title                              Date
- ---------               -----                              ----


/s/ Robert C. Hagerty   President, Chief Operating         December 18, 1997
- ---------------------   Officer and Director
Robert C. Hagerty




/s/ Michael R. Kourey   Vice President, Finance and        December 18, 1997
- ---------------------   Administration, Chief
Michael R. Kourey       Financial Officer and Secretary
                        (Principal Financial and
                        Accounting Officer)


/s/ Bandel Carano       Director                           December 18, 1997
- ---------------------
Bandel Carano




/s/ Stanley J. Meresman Director                           December 18, 1997
- -----------------------
Stanley J. Meresman




/s/ John P. Morgridge   Director                           December 18, 1997
- -----------------------
John P. Morgridge




/s/ James R. Swartz     Director                           December 18, 1997
- -----------------------
James R. Swartz


                                         II-5
<PAGE>

                                EXHIBIT INDEX

Exhibit Number     Exhibit
- --------------     -------
     4             Instruments Defining Rights of Stockholders.  Reference is
                   made to Registrant's Registration Statement No. 00-27978 on
                   Form 8-A as amended (including the exhibits thereto) which
                   is incorporated herein by reference pursuant to Item 3(d).
     5             Opinion and Consent of Brobeck, Phleger & Harrison LLP.
    23.1           Consent of Coopers & Lybrand, L.L.P., Independent Auditors.
    23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.
    24             Power of Attorney.  Reference is made to page II-4 of this
                   Registration Statement.
    99.1           1996 Stock Incentive Plan, as amended and restated March 5,
                   1997.
    99.2*          Form of Notice of Grant of Stock Option.
    99.3*          Form of Stock Option Agreement.
    99.4*          Form of Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right).
    99.5*          Form of Addendum to Stock Option Agreement (Involuntary
                   Termination Following a Corporate Transaction).
    99.6*          Form of Addendum to Stock Option Agreement (Involuntary
                   Termination Following a Change in Control).
    99.7*          Form of Notice of Grant of Automatic Stock Option (Initial
                   Grant).
    99.8*          Form of Notice of Grant of Automatic Stock Option (Annual
                   Grant).
    99.9*          Form of Automatic Stock Option Agreement.
    99.10*         Form of Stock Issuance Agreement.
    99.11*         Form of Addendum to Stock Issuance Agreement (Involuntary
                   Termination Following a Corporate Transaction).
    99.12*         Form of Addendum to Stock Issuance Agreement (Involuntary
                   Termination Following a Change in Control).

*  Exhibits 99.2 through 99.12 are incorporated herein by reference to Exhibits
99.2 through 99.12, respectively, to Registrant's Registration Statement on Form
S-8, file number 333-04626, filed with the SEC on May 3, 1996.



<PAGE>

                                      EXHIBIT 5
               Opinion and Consent of Brobeck, Phleger & Harrison LLP.

<PAGE>

                                      EXHIBIT 5



                                 December 22, 1997



Polycom, Inc.
2584 Junction Avenue
San Jose, California  95134


         Re:  Registration Statement for Offering of
              1,000,000 Shares of Common Stock
              --------------------------------

Ladies and Gentlemen:

         We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 1,000,000 shares of
the Common Stock of Polycom, Inc. (the "Company") under the Company's 1996 Stock
Incentive Plan.  We advise you that, in our opinion, when such shares have been
issued and sold pursuant to the applicable provisions of the 1996 Stock
Incentive Plan and in accordance with the Registration Statement, such shares
will be duly authorized, validly issued, fully paid and non-assessable shares of
the Company's Common Stock.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                        Very truly yours,


                        /s/ BROBECK, PHLEGER & HARRISON LLP

                        BROBECK, PHLEGER & HARRISON LLP



<PAGE>

                                     EXHIBIT 23.1

                         CONSENT OF COOPERS & LYBRAND L.L.P., 
                                 INDEPENDENT AUDITORS

<PAGE>

                                     EXHIBIT 23.1

                         CONSENT OF COOPERS & LYBRAND L.L.P., 
                                 INDEPENDENT AUDITORS


     We consent to the incorporation by reference in this Registration 
Statement on Form S-8 pertaining to the 1996 Stock Incentive Plan of Polycom, 
Inc. of our report dated January 24, 1997, on our audits of the financial 
statements of Polycom, Inc. as of December 31, 1996 and 1995, and for each of 
the three years in the period ended December 31, 1996, which are included in 
the Annual Report on Form 10-K of Polycom, Inc. for the year ended December 
31, 1996.


/s/ Coopers & Lybrand L.L.P.

San Jose, CA
December 22, 1997



<PAGE>

                                     EXHIBIT 99.1
          1996 Stock Incentive Plan, as amended and restated March 5, 1997.



<PAGE>

                                    POLYCOM, INC.
                              1996 STOCK INCENTIVE PLAN

                       (AS AMENDED AND RESTATED MARCH 5, 1997)

                                     ARTICLE ONE

                                  GENERAL PROVISIONS


          I.   PURPOSE OF THE PLAN

          This 1996 Stock Incentive Plan is intended to promote the interests of
Polycom, Inc., a Delaware corporation, by providing eligible persons with the
opportunity to acquire a proprietary interest, or otherwise increase their
proprietary interest, in the Corporation as an incentive for them to remain in
the service of the Corporation.

          Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

     II.  STRUCTURE OF THE PLAN

          A.   The Plan shall be divided into three (3) separate equity
programs:

                  (i)    the Discretionary Option Grant Program under which
     eligible persons may, at the discretion of the Plan Administrator, be
     granted options to purchase shares of Common Stock,

                 (ii)    the Stock Issuance Program under which eligible
     persons may, at the discretion of the Plan Administrator, be issued
     shares of Common Stock directly, either through the immediate purchase
     of such shares or as a bonus for services rendered the Corporation (or
     any Parent or Subsidiary), and

                (iii)    the Automatic Option Grant Program under which
     Eligible Directors shall automatically receive option grants at
     periodic intervals to purchase shares of Common Stock.

          B.   The Discretionary Option Grant and Stock Issuance Programs became
effective immediately upon the Plan Effective Date, and the Automatic Option
Grant Program became effective upon the Underwriting Date.

          C.   The provisions of Articles One and Five shall apply to all equity
programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.


<PAGE>

     III. ADMINISTRATION OF THE PLAN

          A.   Prior to the Section 12(g) Registration Date, the Discretionary
Option Grant and Stock Issuance Programs were administered by the Board.
Beginning with the Section 12(g) Registration Date, the Primary Committee shall
have sole and exclusive authority to administer the Discretionary Option Grant
and Stock Issuance Programs with respect to Section 16 Insiders.

          B.   Administration of the Discretionary Option Grant and Stock
Issuance Programs with respect to all other persons eligible to participate in
those programs may, at the Board's discretion, be vested in the Primary
Committee or a Secondary Committee, or the Board may retain the power to
administer those programs with respect to all such persons.  The members of the
Secondary Committee may be Board members who are also Employees.

          C.   Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time.  The Board may also at any time terminate the functions
of any Secondary Committee and reassume all powers and authority previously
delegated to such committee.

          D.   Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority to
establish such rules and regulations as it may deem appropriate for proper
administration of the Discretionary Option Grant and Stock Issuance Programs and
to make such determinations under, and issue such interpretations of, the
provisions of such programs and any outstanding options or stock issuances
thereunder as it may deem necessary or advisable.  Decisions of the Plan
Administrator within the scope of its administrative functions under the Plan
shall be final and binding on all parties who have an interest in the
Discretionary Option Grant or Stock Issuance Program under its jurisdiction or
any stock option or stock issuance thereunder.

          E.   Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee.  No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants or stock issuances under the
Plan.

          F.   Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms of that program, and no Plan
Administrator shall exercise any discretionary functions with respect to option
grants made thereunder.

     IV.  ELIGIBILITY

          A.   The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:


                                          2.
<PAGE>

                  (i)    Employees,

                 (ii)    non-employee members of the Board or the board of
     directors of any Parent or Subsidiary, and

                (iii)    consultants and other independent advisors who
     provide services to the Corporation (or any Parent or Subsidiary).

          B.   Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority (subject to the
provisions of the Plan) to determine, (i) with respect to the option grants
under the Discretionary Option Grant Program, which eligible persons are to
receive option grants, the time or times when such option grants are to be made,
the number of shares to be covered by each such grant, the status of the granted
option as either an Incentive Option or a Non-Statutory Option, the time or
times at which each option is to become exercisable, the vesting schedule (if
any) applicable to the option shares and the maximum term for which the option
is to remain outstanding and (ii) with respect to stock issuances under the
Stock Issuance Program, which eligible persons are to receive stock issuances,
the time or times when such issuances are to be made, the number of shares to be
issued to each Participant, the vesting schedule (if any) applicable to the
issued shares and the consideration to be paid for such shares.

          C.   The Plan Administrator shall have the absolute discretion either
to grant options in accordance with the Discretionary Option Grant Program or to
effect stock issuances in accordance with the Stock Issuance Program.

          D.   The individuals eligible to participate in the Automatic Option
Grant Program shall be limited to (i) those individuals serving as non-employee
Board members on the Underwriting Date, (ii) those individuals who first become
non-employee Board members after the Underwriting Date, whether through
appointment by the Board or election by the Corporation's stockholders, and
(iii) those individuals who continue to serve as non-employee Board members
through one or more Annual Stockholders Meetings held after the Underwriting
Date.  A non-employee Board member shall not be eligible to receive an initial
option grant under the Automatic Option Grant Program on the Underwriting Date
if such individual has previously been in the employ of the Corporation (or any
Parent or Subsidiary) or has otherwise received a prior stock option grant from
the Corporation.  A non-employee Board member who first joins the Board after
the Underwriting Date shall not be eligible to receive an initial option grant
under the Automatic Option Grant Program if such individual has previously been
in the employ of the Corporation (or any Parent or Subsidiary).  Non-employee
Board members who have previously been in the employ of the Corporation (or any
Parent or Subsidiary) or who have previously received a stock option grant from
the Corporation shall, however, be eligible to receive one or more annual option
grants under the Automatic Option Grant Program over their period of continued
Board service.


                                          3.
<PAGE>

   V.     STOCK SUBJECT TO THE PLAN

          A.   The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market.  The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed approximately
4,125,000 shares.  Such authorized share reserve is comprised of (i) the number
of shares estimated to remain available for issuance, as of the Plan Effective
Date, under the Predecessor Plan as last approved by the Corporation's
stockholders, including the shares subject to the outstanding options hereby
incorporated into the Plan, (ii) an additional increase of 2,300,000 shares
authorized by the Board and approved by the stockholders on March 7, 1996, plus
(iii) an additional increase of 1,000,000 shares authorized by the Board on
March 5, 1997, subject to stockholder approval at the 1997 Annual Meeting.

          B.   No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than 300,000 shares of Common Stock in the aggregate per calendar year,
beginning with the 1996 calendar year.

          C.   Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
(including any options incorporated from the Predecessor Plan) expire or
terminate for any reason prior to exercise in full or (ii) the options are
cancelled in accordance with the cancellation-regrant provisions of Article Two.
In addition, any unvested shares issued under the Plan and subsequently
repurchased by the Corporation, at the option exercise or direct issue price
paid per share, pursuant to the Corporation's repurchase rights under the Plan
shall be added back to the number of shares of Common Stock reserved for
issuance under the Plan and shall accordingly be available for reissuance
through one or more subsequent option grants or direct stock issuances under the
Plan. However, should the exercise price of an option under the Plan (including
any option incorporated from the Predecessor Plan) be paid with shares of Common
Stock or should shares of Common Stock otherwise issuable under the Plan be
withheld by the Corporation in satisfaction of the withholding taxes incurred in
connection with the exercise of an option or the vesting of a stock issuance
under the Plan, then the number of shares of Common Stock available for issuance
under the Plan shall be reduced by the gross number of shares for which the
option is exercised or which vest under the stock issuance, and not by the net
number of shares of Common Stock issued to the holder of such option or stock
issuance.

          D.   Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the maximum number and/or class of securities for which any
one person may be granted options, separately exercisable stock appreciation
rights and direct stock issuances per calendar year, (iii) the number and/or
class of securities for which automatic option grants are to be made
subsequently per Eligible Director under the Automatic Option Grant Program and
(iv) the number and/or class of securities and the exercise price per share in


                                          4.
<PAGE>

effect under each outstanding option (including any option incorporated from the
Predecessor Plan) in order to prevent the dilution or enlargement of benefits
thereunder.  The adjustments determined by the Plan Administrator shall be
final, binding and conclusive.


                                          5.
<PAGE>

                                     ARTICLE TWO

                          DISCRETIONARY OPTION GRANT PROGRAM


          I.   OPTION TERMS

          Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; PROVIDED, however, that each such document
shall comply with the terms specified below.  Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

          A.   EXERCISE PRICE.

               1.   The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the option grant date.

               2.   The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Five and the documents evidencing the option, be payable in one or more
of the forms specified below:

                  (i)    cash or check made payable to the Corporation,

                 (ii)    shares of Common Stock held for the requisite
     period necessary to avoid a charge to the Corporation's earnings for
     financial reporting purposes and valued at Fair Market Value on the
     Exercise Date, or

                (iii)    to the extent the option is exercised for vested
     shares, through a special sale and remittance procedure pursuant to
     which the Optionee shall concurrently provide irrevocable written
     instructions to (a) a Corporation-designated brokerage firm to effect
     the immediate sale of the purchased shares and remit to the
     Corporation, out of the sale proceeds available on the settlement
     date, sufficient funds to cover the aggregate exercise price payable
     for the purchased shares plus all applicable Federal, state and local
     income and employment taxes required to be withheld by the Corporation
     by reason of such exercise and (b) the Corporation to deliver the
     certificates for the purchased shares directly to such brokerage firm
     in order to complete the sale transaction.

          Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.


                                          6.
<PAGE>

          B.   EXERCISE AND TERM OF OPTIONS.  Each option shall be exercisable
at such time or times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the documents
evidencing the option.  However, no option shall have a term in excess of ten
(10) years measured from the option grant date.

          C.   EFFECT OF TERMINATION OF SERVICE.

               1.   The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

                  (i)    Any option outstanding at the time of the
     Optionee's cessation of Service for any reason shall remain
     exercisable for such period of time thereafter as shall be determined
     by the Plan Administrator and set forth in the documents evidencing
     the option, but no such option shall be exercisable after the
     expiration of the option term.

                 (ii)    Any option exercisable in whole or in part by the
     Optionee at the time of death may be exercised subsequently by the
     personal representative of the Optionee's estate or by the person or
     persons to whom the option is transferred pursuant to the Optionee's
     will or in accordance with the laws of descent and distribution.

                (iii)    During the applicable post-Service exercise
     period, the option may not be exercised in the aggregate for more than
     the number of vested shares for which the option is exercisable on the
     date of the Optionee's cessation of Service.  Upon the expiration of
     the applicable exercise period or (if earlier) upon the expiration of
     the option term, the option shall terminate and cease to be
     outstanding for any vested shares for which the option has not been
     exercised.  However, the option shall, immediately upon the Optionee's
     cessation of Service, terminate and cease to be outstanding to the
     extent the option is not otherwise at that time exercisable for vested
     shares.

                 (iv)    Should the Optionee's Service be terminated for
     Misconduct, then all outstanding options held by the Optionee shall
     terminate immediately and cease to be outstanding.

               2.   The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

                  (i)    extend the period of time for which the option is
     to remain exercisable following the Optionee's cessation of Service
     from the period otherwise in effect for that option to such greater
     period of time as the Plan Administrator shall deem appropriate, but
     in no event beyond the expiration date of the option term, and/or


                                          7.
<PAGE>

                 (ii)    permit the option to be exercised, during the
     applicable post-Service exercise period, not only with respect to the
     number of vested shares of Common Stock for which such option is
     exercisable at the time of the Optionee's cessation of Service but
     also with respect to one or more additional installments in which the
     Optionee would have vested under the option had the Optionee continued
     in Service.

          D.   STOCKHOLDER RIGHTS.  The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

          E.   REPURCHASE RIGHTS.  The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock.  Should the Optionee cease Service while holding such unvested shares,
the Corporation shall have the right to repurchase, at the exercise price paid
per share, any or all of those unvested shares.  The terms upon which such
repurchase right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased shares) shall be
established by the Plan Administrator and set forth in the document evidencing
such repurchase right.

          F.   LIMITED TRANSFERABILITY OF OPTIONS.  During the lifetime of the
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or by the laws of descent
and distribution following the Optionee's death.  However, Non-Statutory Options
may, in connection with the Optionee's estate plan, be assigned in whole or in
part during the Optionee's lifetime to one or more members of the Optionee's
immediate family or to a trust established exclusively for one or more such
family members.  The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the option pursuant to the
assignment.  The terms applicable to the assigned portion shall be the same as
those in effect for the option immediately prior to such assignment and shall be
set forth in such documents issued to the assignee as the Plan Administrator may
deem appropriate.

  II.     INCENTIVE OPTIONS

          The terms specified below shall be applicable to all Incentive
Options.  Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Five shall be applicable to Incentive
Options.  Options which are specifically designated as Non-Statutory Options
when issued under the Plan shall NOT be subject to the terms of this Section II.

          A.   ELIGIBILITY.  Incentive Options may only be granted to Employees.

          B.   DOLLAR LIMITATION.  The aggregate Fair Market Value of the shares
of Common Stock (determined as of the respective date or dates of grant) for
which one or more options granted to any Employee under the Plan (or any other
option plan of the Corporation or any Parent or Subsidiary) may for the first
time become exercisable as Incentive Options during


                                          8.
<PAGE>


any one (1) calendar year shall not exceed the sum of One Hundred Thousand
Dollars ($100,000).  To the extent the Employee holds two (2) or more such
options which become exercisable for the first time in the same calendar year,
the foregoing limitation on the exercisability of such options as Incentive
Options shall be applied on the basis of the order in which such options are
granted.

          C.   10% STOCKHOLDER.  If any Employee to whom an Incentive Option is
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

 III.     CORPORATE TRANSACTION/CHANGE IN CONTROL

          A.   In the event of any Corporate Transaction, each outstanding
option shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable with respect to the total number of shares of Common Stock at
the time subject to such option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock.  However, an outstanding option
shall not so accelerate if and to the extent:  (i) such option is, in connection
with the Corporate Transaction, to be assumed by the successor corporation (or
parent thereof) or (ii) such option is to be replaced with a cash incentive
program of the successor corporation which preserves the spread existing on the
unvested option shares at the time of the Corporate Transaction and provides for
subsequent payout in accordance with the same vesting schedule applicable to
such option.

          B.   All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent those repurchase rights are to be assigned to the successor
corporation (or parent thereof) in connection with such Corporate Transaction.

          C.   The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of one or more
outstanding options (and the automatic termination of one or more outstanding
repurchase rights with the immediate vesting of the shares of Common Stock
subject to those rights) upon the occurrence of a Corporate Transaction, whether
or not those options are to be assumed (or those repurchase rights are to be
assigned) in the Corporate Transaction.

          D.   Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).


                                          9.
<PAGE>

          E.   Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction, (ii) the exercise price payable per share under each
outstanding option, PROVIDED the aggregate exercise price payable for such
securities shall remain the same and (iii) the maximum number and/or class of
securities for which any one person may be granted stock options, separately
exercisable stock appreciation rights and direct stock issuances under the Plan
per calendar year.

          F.   The Plan Administrator shall have full power and authority to
grant options under the Discretionary Option Grant Program which will
automatically accelerate in whole or in part should the Optionee's Service
subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed twelve (12) months) following the effective
date of any Corporate Transaction in which those options are assumed or replaced
and do not otherwise accelerate.  Any options so accelerated shall remain
exercisable for fully-vested shares until the EARLIER of (i) the expiration of
the option term or (ii) the expiration of the one (1)-year period measured from
the effective date of the Involuntary Termination.  In addition, the Plan
Administrator may provide that one or more of the Corporation's outstanding
repurchase rights with respect to shares held by the Optionee at the time of
such Involuntary Termination shall immediately terminate in whole or in part,
and the shares subject to those terminated rights shall accordingly vest.

          G.   The Plan Administrator shall have full power and authority to
grant options under the Discretionary Option Grant Program which will
automatically accelerate in whole or in part should the Optionee's Service
subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed twelve (12) months) following the effective
date of any Change in Control.  Each option so accelerated shall remain
exercisable for fully-vested shares until the EARLIER of (i) the expiration of
the option term or (ii) the expiration of the one (1)-year period measured from
the effective date of the Involuntary Termination.  In addition, the Plan
Administrator may provide that one or more of the Corporation's outstanding
repurchase rights with respect to shares held by the Optionee at the time of
such Involuntary Termination shall immediately terminate in whole or in part,
and the shares subject to those terminated rights shall accordingly vest.

          H.   The portion of any Incentive Option accelerated in connection
with a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded.  To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a
Non-Statutory Option under the Federal tax laws.


                                         10.
<PAGE>

          I.   The grant of options under the Discretionary Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

  IV.     CANCELLATION AND REGRANT OF OPTIONS

          The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Discretionary Option
Grant Program (including outstanding options incorporated from the Predecessor
Plan) and to grant in substitution new options covering the same or different
number of shares of Common Stock but with an exercise price per share based on
the Fair Market Value per share of Common Stock on the new grant date.

   V.     STOCK APPRECIATION RIGHTS

          A.   The Plan Administrator shall have full power and authority to
grant to selected Optionees tandem stock appreciation rights and/or limited
stock appreciation rights.

          B.   The following terms shall govern the grant and exercise of tandem
stock appreciation rights:

                  (i)    One or more Optionees may be granted the right,
     exercisable upon such terms as the Plan Administrator may establish,
     to elect between the exercise of the underlying option for shares of
     Common Stock and the surrender of that option in exchange for a
     distribution from the Corporation in an amount equal to the excess of
     (a) the Fair Market Value (on the option surrender date) of the number
     of shares in which the Optionee is at the time vested under the
     surrendered option (or surrendered portion thereof) over (b) the
     aggregate exercise price payable for such shares.

                 (ii)    No such option surrender shall be effective unless
     it is approved by the Plan Administrator.  If the surrender is so
     approved, then the distribution to which the Optionee shall be
     entitled may be made in shares of Common Stock valued at Fair Market
     Value on the option surrender date, in cash, or partly in shares and
     partly in cash, as the Plan Administrator shall in its sole discretion
     deem appropriate.

                (iii)    If the surrender of an option is rejected by the
     Plan Administrator, then the Optionee shall retain whatever rights the
     Optionee had under the surrendered option (or surrendered portion
     thereof) on the option surrender date and may exercise such rights at
     any time prior to the LATER of (a)


                                         11.
<PAGE>

     five (5) business days after the receipt of the rejection notice or (b) the
     last day on which the option is otherwise exercisable in accordance with
     the terms of the documents evidencing such option, but in no event may such
     rights be exercised more than ten (10) years after the option grant date.

          C.   The following terms shall govern the grant and exercise of
limited stock appreciation rights:

                  (i)    One or more Section 16 Insiders may be granted
     limited stock appreciation rights with respect to their outstanding
     options.

                 (ii)    Upon the occurrence of a Hostile Take-Over, each
     individual holding one or more options with such a limited stock
     appreciation right shall have the unconditional right (exercisable for
     a thirty (30)-day period following such Hostile Take-Over) to
     surrender each such option to the Corporation, to the extent the
     option is at the time exercisable for vested shares of Common Stock.
     In return for the surrendered option, the Optionee shall receive a
     cash distribution from the Corporation in an amount equal to the
     excess of (A) the Take-Over Price of the shares of Common Stock which
     are at the time vested under each surrendered option (or surrendered
     portion thereof) over (B) the aggregate exercise price payable for
     such shares.  Such cash distribution shall be paid within five (5)
     days following the option surrender date.

                (iii)    The Plan Administrator shall pre-approve, at the
     time the limited stock appreciation right is granted, the subsequent
     exercise of that right in accordance with the terms of the grant and
     the provisions of this Section V.C.  No additional approval of the
     Plan Administrator or the Board shall be required at the time of the
     actual option surrender and cash distribution.

                 (iv)    The balance of the option (if any) shall continue
     in full force and effect in accordance with the documents evidencing
     such option.


                                         12.
<PAGE>

                                    ARTICLE THREE

                                STOCK ISSUANCE PROGRAM


   I.     STOCK ISSUANCE TERMS

          Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies with the terms specified below.

          A.   PURCHASE PRICE.

               1.   The purchase price per share shall be fixed by the Plan
Administrator, but shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the issuance date.

               2.   Subject to the provisions of Section I of Article Five,
shares of Common Stock may be issued under the Stock Issuance Program for any of
the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

                  (i)    cash or check made payable to the Corporation, or

                 (ii)    past services rendered to the Corporation (or any
     Parent or Subsidiary).

          B.   VESTING PROVISIONS.

               1.   Shares of Common Stock issued under the Stock Issuance
Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives.  The elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program, namely:

                  (i)    the Service period to be completed by the
     Participant or the performance objectives to be attained,

                 (ii)    the number of installments in which the shares are
     to vest,

                (iii)    the interval or intervals (if any) which are to
     lapse between installments, and


                                         13.
<PAGE>

                 (iv)    the effect which death, Permanent Disability or
     other event designated by the Plan Administrator is to have upon the
     vesting schedule,

shall be determined by the Plan Administrator and incorporated into the Stock
Issuance Agreement.

               2.   Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

               3.   The Participant shall have full stockholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant's interest in those shares is
vested.  Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

               4.   Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those
shares.  To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase-money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase-money note of
the Participant attributable to the surrendered shares.

               5.   The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock (or
other assets attributable thereto) which would otherwise occur upon the
cessation of the Participant's Service or the non-attainment of the performance
objectives applicable to those shares.  Such waiver shall result in the
immediate vesting of the Participant's interest in the shares of Common Stock as
to which the waiver applies.  Such waiver may be effected at any time, whether
before or after the Participant's cessation of Service or the attainment or
non-attainment of the applicable performance objectives.


                                         14.
<PAGE>

  II.     CORPORATE TRANSACTION/CHANGE IN CONTROL

          A.   All of the Corporation's outstanding repurchase/cancellation
rights under the Stock Issuance Program shall terminate automatically, and all
the shares of Common Stock subject to those terminated rights shall immediately
vest in full, in the event of any Corporate Transaction, except to the extent
those repurchase/cancellation rights are to be assigned to the successor
corporation (or parent thereof) in connection with such Corporate Transaction.

          B.   The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while
the Corporation's repurchase/cancellation rights remain outstanding under the
Stock Issuance Program, to provide that those rights shall automatically
terminate in whole or in part, and the shares of Common Stock subject to those
terminated rights shall immediately vest, in the event the Participant's Service
should subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed twelve (12) months) following the effective
date of any Corporate Transaction in which those repurchase/cancellation rights
are assigned to the successor corporation (or parent thereof).

          C.   The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while
the Corporation's repurchase/cancellation rights remain outstanding under the
Stock Issuance Program, to provide that those rights shall automatically
terminate in whole or in part, and the shares of Common Stock subject to those
terminated rights shall immediately vest, in the event the Participant's Service
should subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed twelve (12) months) following the effective
date of any Change in Control.

 III.     SHARE ESCROW/LEGENDS

          Unvested shares may, in the Plan Administrator's discretion, be held
in escrow by the Corporation until the Participant's interest in such shares
vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.


                                         15.
<PAGE>

                                     ARTICLE FOUR

                            AUTOMATIC OPTION GRANT PROGRAM


   I.     OPTION TERMS

          A.   GRANT DATES. Option grants shall be made on the dates specified
below:

               1.   Each individual serving as a non-employee Board member on
the Underwriting Date was automatically granted, on that date, a Non-Statutory
Option to purchase 16,000 shares of Common Stock, provided such individual (i)
had not previously been in the employ of the Corporation (or any Parent or
Subsidiary) and (ii) had not otherwise received a prior stock option grant from
the Corporation in connection with his or her service as a Board member.

               2.   Each individual who is first elected or appointed as a
non-employee Board member after the Underwriting Date shall automatically be
granted, on the date of such initial election or appointment, a Non-Statutory
Option to purchase 16,000 shares of Common Stock, provided such individual has
not previously been in the employ of the Corporation (or any Parent or
Subsidiary).

               3.   On the date of each Annual Stockholders Meeting held after
the Underwriting Date, each individual who is to continue to serve as an
Eligible Director, whether or not that individual is standing for re-election to
the Board at that particular Annual Meeting, shall automatically be granted a
Non-Statutory Option to purchase 4,000 shares of Common Stock, provided such
individual has served as a non-employee Board member for at least six (6)
months.  There shall be no limit on the number of such 4,000-share option grants
any one Eligible Director may receive over his or her period of Board service,
and non-employee Board members who have previously been in the employ of the
Corporation (or any Parent or Subsidiary) or who have otherwise received a stock
option grant from the Corporation prior to the Underwriting Date shall be
eligible to receive one or more such annual option grants over their period of
continued Board service.

                    Stockholder approval of this 1997 Restatement at the 1997
Annual Stockholders Meeting shall constitute pre-approval of each option granted
under this Article Four on or after the date of that Annual Meeting and the
subsequent exercise of that option in accordance with the provisions of this
Article Four.

          B.   EXERCISE PRICE.

               1.   The exercise price per share shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.



                                         16.
<PAGE>

               2.   The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

          C.   OPTION TERM.  Each option shall have a term of ten (10) years
measured from the option grant date.

          D.   EXERCISE AND VESTING OF OPTIONS.  Each option shall be
immediately exercisable for any or all of the option shares.  However, any
shares purchased under the option shall be subject to repurchase by the
Corporation, at the exercise price paid per share, upon the Optionee's cessation
of Board service prior to vesting in those shares.  Each initial 16,000-share
grant shall vest, and the Corporation's repurchase right shall lapse, in a
series of four (4) successive equal annual installments over the Optionee's
period of continued service as a Board member, with the first such installment
to vest upon the Optionee's completion of one (1) year of Board service measured
from the option grant date.  Each annual 4,000-share grant shall vest, and the
Corporation's repurchase right shall lapse, in two (2) successive equal annual
installments over the Optionee's period of continued service as a Board member,
with the first such installment to vest upon the Optionee's completion of one
(1) year of Board service measured from the option grant date.

          E.   EFFECT OF TERMINATION OF BOARD SERVICE.  The following provisions
shall govern the exercise of any options held by the Optionee at the time the
Optionee ceases to serve as a Board member:

                  (i)    The Optionee (or, in the event of Optionee's
     death, the personal representative of the Optionee's estate or the
     person or persons to whom the option is transferred pursuant to the
     Optionee's will or in accordance with the laws of descent and
     distribution) shall have a twelve (12)-month period following the date
     of such cessation of Board service in which to exercise each such
     option.

                 (ii)    During the twelve (12)-month exercise period, the
     option may not be exercised in the aggregate for more than the number
     of vested shares of Common Stock for which the option is exercisable
     at the time of the Optionee's cessation of Board service.

                (iii)    Should the Optionee cease to serve as a Board
     member by reason of death or Permanent Disability, then all shares at
     the time subject to the option shall immediately vest so that such
     option may, during the twelve (12)-month exercise period following
     such cessation of Board service, be exercised for all or any portion
     of those shares as fully-vested shares of Common Stock.


                                         17.
<PAGE>

                 (iv)    In no event shall the option remain exercisable
     after the expiration of the option term.  Upon the expiration of the
     twelve (12)-month exercise period or (if earlier) upon the expiration
     of the option term, the option shall terminate and cease to be
     outstanding for any vested shares for which the option has not been
     exercised.  However, the option shall, immediately upon the Optionee's
     cessation of Board service for any reason other than death or
     Permanent Disability, terminate and cease to be outstanding to the
     extent the option is not otherwise at that time exercisable for vested
     shares.

  II.     CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

          A.   In the event of any Corporate Transaction, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Corporate Transaction, become fully
exercisable for all of the shares of Common Stock at the time subject to such
option and may be exercised for all or any portion of those shares as
fully-vested shares of Common Stock.  Immediately following the consummation of
the Corporate Transaction, each automatic option grant shall terminate and cease
to be outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

          B.   In connection with any Change in Control, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Change in Control, become fully exercisable
for all of the shares of Common Stock at the time subject to such option and may
be exercised for all or any portion of those shares as fully-vested shares of
Common Stock.  Each such option shall remain exercisable for such fully-vested
option shares until the expiration or sooner termination of the option term or
the surrender of the option in connection with a Hostile Take-Over.

          C.   Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each
automatic option held by him or her.  The Optionee shall in return be entitled
to a cash distribution from the Corporation in an amount equal to the excess of
(i) the Take-Over Price of the shares of Common Stock at the time subject to the
surrendered option (whether or not the Optionee is otherwise at the time vested
in those shares) over (ii) the aggregate exercise price payable for such shares.
Such cash distribution shall be paid within five (5) days following the
surrender of the option to the Corporation.  Stockholder approval of this 1997
Restatement at the 1997 Annual Stockholders Meeting shall constitute
pre-approval of each option granted with such a surrender provision on or after
the date of that Annual Meeting and the subsequent surrender of that option in
accordance with the provisions of this Section II.C.  No additional approval of
the Plan Administrator or the Board shall be required at the time of the actual
option surrender and cash distribution.


                                         18.
<PAGE>

          D.   Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to the exercise price payable per
share under each outstanding option, PROVIDED the aggregate exercise price
payable for such securities shall remain the same.

          E.   The grant of options under the Automatic Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

 III.     REMAINING TERMS

          The remaining terms of each option granted under the Automatic Option
Grant Program shall be the same as the terms in effect for option grants made
under the Discretionary Option Grant Program.


                                         19.
<PAGE>

                                     ARTICLE FIVE

                                    MISCELLANEOUS


   I.     FINANCING

          A.   The Plan Administrator may permit any Optionee or Participant to
pay the option exercise price under the Discretionary Option Grant Program or
the purchase price of shares issued under the Stock Issuance Program by
delivering a promissory note payable in one or more installments.  The terms of
any such promissory note (including the interest rate and the terms of
repayment) shall be established by the Plan Administrator in its sole
discretion.  Promissory notes may be authorized with or without security or
collateral.  In all events, the maximum credit available to the Optionee or
Participant may not exceed the sum of (i) the aggregate option exercise price or
purchase price payable for the purchased shares plus (ii) any Federal, state and
local income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise or share purchase.

          B.   The Plan Administrator may, in its discretion, determine that one
or more such promissory notes shall be subject to forgiveness by the Corporation
in whole or in part upon such terms as the Plan Administrator may deem
appropriate.

  II.     TAX WITHHOLDING

          A.   The Corporation's obligation to deliver shares of Common Stock
upon the exercise of stock options or stock appreciation rights or upon the
issuance or vesting of such shares under the Plan shall be subject to the
satisfaction of all applicable Federal, state and local income and employment
tax withholding requirements.

          B.   The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan (other than the options granted or the shares issued under the Automatic
Option Grant Program) with the right to use shares of Common Stock in
satisfaction of all or part of the Taxes incurred by such holders in connection
with the exercise of their options or the vesting of their shares.  Such right
may be provided to any such holder in either or both of the following formats:

                  (i)    STOCK WITHHOLDING:  The election to have the
     Corporation withhold, from the shares of Common Stock otherwise
     issuable upon the exercise of such Non-Statutory Option or the vesting
     of such shares, a portion of those shares with an aggregate Fair
     Market Value equal to the percentage of the Taxes (not to exceed one
     hundred percent (100%)) designated by the holder.


                                         20.
<PAGE>

                 (ii)    STOCK DELIVERY:  The election to deliver to the
     Corporation, at the time the Non-Statutory Option is exercised or the
     shares vest, one or more shares of Common Stock previously acquired by
     such holder (other than in connection with the option exercise or
     share vesting triggering the Taxes) with an aggregate Fair Market
     Value equal to the percentage of the Taxes (not to exceed one hundred
     percent (100%)) designated by the holder.

 III.     EFFECTIVE DATE AND TERM OF THE PLAN

          A.   The Plan became effective with respect to the Discretionary
Option Grant and the Stock Issuance Programs immediately upon the Plan Effective
Date.  The Automatic Option Grant Program under the Plan became effective on the
Underwriting Date.  Options may be granted under the Discretionary Option Grant
Program at any time on or after the Plan Effective Date.  In addition, the
initial option grants under the Automatic Option Grant Program were made on the
Underwriting Date to each Eligible Director at that time.

          B.   The Plan was amended and restated by the Board on March 5, 1997
(the "1997 Restatement") to effect the following changes:  (i) increase the
maximum number of shares of Common Stock authorized for issuance over the term
of the Plan from 3,125,000 shares to 4,125,000 shares, (ii) render the
non-employee Board members who are serving as Plan Administrator eligible to
receive option grants and direct stock issuances under the Discretionary Option
Grant and Stock Issuance Programs in effect under the Plan, (iii) allow unvested
shares issued under the Plan and subsequently repurchased by the Corporation at
the option exercise price or direct issue price paid per share to be reissued
under the Plan, (iv) remove certain restrictions on the eligibility of
non-employee Board members to serve as Plan Administrator, and (v) effect a
series of additional changes to the provisions of the Plan (including the
stockholder approval requirements, the transferability of Non-Statutory Options
and the elimination of the six (6)-month holding requirement as a condition to
the exercise of stock appreciation rights) in order to take advantage of the
recent amendments to Rule 16b-3 of the Securities and Exchange Commission which
exempts certain officer and director transactions under the Plan from the
short-swing liability provisions of the federal securities laws.  The 1997
Restatement is subject to stockholder approval at the 1997 Annual Meeting, and
no option grants made on the basis of the 1,000,000-share increase shall become
exercisable in whole or in part unless and until the 1997 Restatement is
approved by the stockholders.  Should such stockholder approval not be obtained,
then any options granted on the basis of the 1,000,000-share increase shall
terminate without ever becoming exercisable for those shares, and no further
option grants or direct stock issuances shall be made on the basis of such share
increase.  However, option grants and direct stock issuances may continue to be
made pursuant to the provisions of the Plan as in effect immediately prior to
the 1997 Restatement.  All option grants and direct stock issuances made prior
to the 1997 Restatement shall remain outstanding in accordance with the terms
and conditions of the respective instruments evidencing those options or
issuances, and nothing in the


                                         21.
<PAGE>

1997 Restatement shall be deemed to modify or in any way affect those
outstanding options or issuances.  Subject to the foregoing limitations, the
Plan Administrator may make option grants and direct stock issuances under the
Plan at any time before the date fixed herein for the termination of the Plan.

          C.   The Plan shall serve as the successor to the Predecessor Plan,
and no further option grants or direct stock issuances shall be made under the
Predecessor Plan after the Plan Effective Date.  All options outstanding under
the Predecessor Plan as of such date shall be incorporated into the Plan at that
time and shall be treated as outstanding options under the Plan.  However, each
outstanding option so incorporated shall continue to be governed solely by the
terms of the documents evidencing such option, and no provision of the Plan
shall be deemed to affect or otherwise modify the rights or obligations of the
holders of such incorporated options with respect to their acquisition of shares
of Common Stock.

          D.   One or more provisions of the Plan, including (without
limitation) the option/vesting acceleration provisions of Article Two relating
to Corporate Transactions and Changes in Control, may, in the Plan
Administrator's discretion, be extended to one or more options incorporated from
the Predecessor Plan which do not otherwise contain such provisions.

          E.   The Plan shall terminate upon the EARLIEST of (i) December 31,
2005, (ii) the date on which all shares available for issuance under the Plan
shall have been issued pursuant to the exercise of the options or the issuance
of shares (whether vested or unvested) under the Plan or (iii) the termination
of all outstanding options in connection with a Corporate Transaction.  Upon
such Plan termination, all outstanding stock options and unvested stock
issuances shall continue to have force and effect in accordance with the
provisions of the documents evidencing such options or issuances.

  IV.     AMENDMENT OF THE PLAN

          A.   The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects.  However, no such amendment
or modification shall adversely affect any rights and obligations with respect
to options, stock appreciation rights or unvested stock issuances at the time
outstanding under the Plan unless the Optionee or the Participant consents to
such amendment or modification.  In addition, certain amendments may require
stockholder approval pursuant to applicable laws or regulations.

          B.   Options to purchase shares of Common Stock may be granted under
the Discretionary Option Grant Program and shares of Common Stock may be issued
under the Stock Issuance Program that are in each instance in excess of the
number of shares then available for issuance under the Plan, provided any excess
shares actually issued under those programs are held in escrow until there is
obtained stockholder approval of an amendment sufficiently increasing the number
of shares of Common Stock available for issuance under the Plan.  If such
stockholder approval is not obtained within twelve (12) months after the date
the first such excess grants or issuances are made, then (i) any unexercised
options granted on the basis of such excess


                                         22.
<PAGE>

shares shall terminate and cease to be outstanding and (ii) the Corporation
shall promptly refund to the Optionees and the Participants the exercise or
purchase price paid for any excess shares issued under the Plan and held in
escrow, together with interest (at the applicable Short-Term Federal Rate) for
the period the shares were held in escrow, and such shares shall thereupon be
automatically cancelled and cease to be outstanding.

   V.     USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.

  VI.     REGULATORY APPROVALS

          A.   The implementation of the Plan, the granting of any option or
stock appreciation right under the Plan and the issuance of any shares of Common
Stock (i) upon the exercise of any option or stock appreciation right or (ii)
under the Stock Issuance Program shall be subject to the Corporation's
procurement of all approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the options and stock appreciation rights
granted under it and the shares of Common Stock issued pursuant to it.

          B.   No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

 VII.     NO EMPLOYMENT/SERVICE RIGHTS

          Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.


                                         23.
<PAGE>

                                       APPENDIX


          The following definitions shall be in effect under the Plan:

     A.   AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option grant
program in effect under the Plan.

     B.   BOARD shall mean the Corporation's Board of Directors.

     C.   CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through either of the following transactions:

             (i)    the acquisition, directly or indirectly, by any person
     or related group of persons (other than the Corporation or a person
     that directly or indirectly controls, is controlled by, or is under
     common control with, the Corporation), of beneficial ownership (within
     the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
     more than fifty percent (50%) of the total combined voting power of
     the Corporation's outstanding securities pursuant to a tender or
     exchange offer made directly to the Corporation's stockholders, or

            (ii)    a change in the composition of the Board over a period
     of thirty-six (36) consecutive months or less such that a majority of
     the Board members ceases, by reason of one or more contested elections
     for Board membership, to be comprised of individuals who either (A)
     have been Board members continuously since the beginning of such
     period or (B) have been elected or nominated for election as Board
     members during such period by at least a majority of the Board members
     described in clause (A) who were still in office at the time the Board
     approved such election or nomination.

     D.   CODE shall mean the Internal Revenue Code of 1986, as amended.

     E.   COMMON STOCK shall mean the Corporation's common stock.

     F.   CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

             (i)    a merger or consolidation in which securities
     possessing more than fifty percent (50%) of the total combined voting
     power of the Corporation's outstanding securities are transferred to a
     person or persons different from the persons holding those securities
     immediately prior to such transaction; or


                                         A-1.
<PAGE>

            (ii)    the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete liquidation
     or dissolution of the Corporation.

     G.   CORPORATION shall mean Polycom, Inc., a Delaware corporation, and any
corporate successor to all or substantially all of the assets or voting stock of
Polycom, Inc. which shall by appropriate action adopt the Plan.

     H.   DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary option
grant program in effect under the Plan.

     I.   ELIGIBLE DIRECTOR shall mean a non-employee Board member eligible to
participate in the Automatic Option Grant Program in accordance with the
eligibility provisions of Article One.

     J.   EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

     K.   EXERCISE DATE shall mean the date on which the Corporation shall have
received written notice of the option exercise.

     L.   FAIR MARKET VALUE per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

             (i)    If the Common Stock is at the time traded on the Nasdaq
     National Market, then the Fair Market Value shall be the closing
     selling price per share of Common Stock on the date in question, as
     such price is reported by the National Association of Securities
     Dealers on the Nasdaq National Market or any successor system.  If
     there is no closing selling price for the Common Stock on the date in
     question, then the Fair Market Value shall be the closing selling
     price on the last preceding date for which such quotation exists.

            (ii)    If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling
     price per share of Common Stock on the date in question on the Stock
     Exchange determined by the Plan Administrator to be the primary market
     for the Common Stock, as such price is officially quoted in the
     composite tape of transactions on such exchange.  If there is no
     closing selling price for the Common Stock on the date in question,
     then the Fair Market Value shall be the closing selling price on the
     last preceding date for which such quotation exists.


                                         A-2.
<PAGE>

           (iii)    For purposes of any option grants made on the
     Underwriting Date, the Fair Market Value shall be deemed to be equal
     to the price per share at which the Common Stock is to be sold in the
     initial public offering pursuant to the Underwriting Agreement.

            (iv)    For purposes of any option grants made prior to the
     Underwriting Date, the Fair Market Value shall be determined by the
     Plan Administrator, taking into account such factors as it deems
     appropriate.

     M.   HOSTILE TAKE-OVER shall mean a change in ownership of the Corporation
effected through the direct or indirect acquisition by any person or related
group of persons (other than the Corporation or a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities  pursuant to a
tender or exchange offer made directly to the Corporation's stockholders which
the Board does not recommend such stockholders to accept.

     N.   INCENTIVE OPTION shall mean an option which satisfies the requirements
of Code Section 422.

     O.   INVOLUNTARY TERMINATION shall mean the termination of the Service of
any individual which occurs by reason of:

             (i)    such individual's involuntary dismissal or discharge by
     the Corporation for reasons other than Misconduct, or

            (ii)    such individual's voluntary resignation following (A) a
     change in his or her position with the Corporation which materially
     reduces his or her level of responsibility, (B) a reduction in his or
     her level of compensation (including base salary, fringe benefits and
     participation in corporate-performance based bonus or incentive
     programs) by more than fifteen percent (15%) or (C) a relocation of
     such individual's place of employment by more than fifty (50) miles,
     provided and only if such change, reduction or relocation is effected
     by the Corporation without the individual's consent.

     P.   MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Optionee or Participant, any unauthorized use or disclosure
by such person of confidential information or trade secrets of the Corporation
(or any Parent or Subsidiary), or any other intentional misconduct by such
person adversely affecting the business or affairs of the Corporation (or any
Parent or Subsidiary) in a material manner.  The foregoing definition shall not
be deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or discharge
of any Optionee, Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary).


                                         A-3.
<PAGE>

     Q.   1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

     R.   NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

     S.   OPTIONEE shall mean any person to whom an option is granted under the
Discretionary Option Grant or Automatic Option Grant Program.

     T.   PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     U.   PARTICIPANT shall mean any person who is issued shares of Common Stock
under the Stock Issuance Program.

     V.   PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the inability
of the Optionee or the Participant to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment expected
to result in death or to be of continuous duration of twelve (12) months or
more.  However, solely for the purposes of the Automatic Option Grant Program,
Permanent Disability or Permanently Disabled shall mean the inability of the
non-employee Board member to perform his or her usual duties as a Board member
by reason of any medically determinable physical or mental impairment expected
to result in death or to be of continuous duration of twelve (12) months or
more.

     W.   PLAN shall mean the Corporation's 1996 Stock Incentive Plan, as set
forth in this document.

     X.   PLAN ADMINISTRATOR shall mean the particular entity, whether the
Board, the Primary Committee or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to one or more classes of eligible persons, to the extent such entity is
carrying out its administrative functions under those programs with respect to
the persons under its jurisdiction.

     Y.   PLAN EFFECTIVE DATE shall mean March 5, 1996, the date on which the
Plan was adopted by the Board.

     Z.   PREDECESSOR PLAN shall mean the Corporation's existing 1991 Stock
Option Plan.

     AA.  PRIMARY COMMITTEE shall mean the committee of two (2) or more
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders.


                                         A-4.
<PAGE>

     AB.  SECONDARY COMMITTEE shall mean a committee of two (2) or more Board
members appointed by the Board to administer the Discretionary Option Grant and
Stock Issuance Programs with respect to eligible persons other than Section 16
Insiders.

     AC.  SECTION 12 REGISTRATION DATE shall mean the date on which the Common
Stock was first registered under Section 12(g) of the 1934 Act.

     AD.  SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

     AE.  SERVICE shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

     AF.  STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

     AG.  STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by the
Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

     AH.  STOCK ISSUANCE PROGRAM shall mean the stock issuance program in effect
under the Plan.

     AI.  SUBSIDIARY shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

     AJ.  TAKE-OVER PRICE shall mean the GREATER of (i) the Fair Market Value
per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting such
Hostile Take-Over.  However, if the surrendered option is an Incentive Option,
the Take-Over Price shall not exceed the clause (i) price per share.

     AK.  TAXES shall mean the Federal, state and local income and employment
tax liabilities incurred by the holder of Non-Statutory Options or unvested
shares of Common Stock in connection with the exercise of those options or the
vesting of those shares.

     AL.  10% STOCKHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).



                                         A-5.
<PAGE>

     AM.  UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

     AN.  UNDERWRITING DATE shall mean April 29, 1996, the date on which the
Underwriting Agreement was executed and priced in connection with an initial
public offering of the Common Stock.


                                         A-6.


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