POLYCOM INC
S-8, 1998-01-30
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998
                                         REGISTRATION STATEMENT 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 OF      (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)                            

            2584 JUNCTION AVENUE, SAN JOSE, CALIFORNIA  95134
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)
                              --------------------------

                                       VIAVIDEO
                        1996 STOCK OPTION/STOCK ISSUANCE PLAN
                              (FULL TITLE OF THE PLANS)
                              --------------------------
                                  MICHAEL R. KOUREY
                               CHIEF FINANCIAL OFFICER
                                    POLYCOM, INC.
                                 2584 JUNCTION AVENUE
                              SAN JOSE, CALIFORNIA 95134
                                    (408) 526-9000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
                              --------------------------

                                       Copy to:
                               MARK A. BERTELSEN, ESQ.
                              JAMES N. STRAWBRIDGE, ESQ.
                           WILSON SONSINI GOODRICH & ROSATI
                               PROFESSIONAL CORPORATION
                                  650 PAGE MILL ROAD
                               PALO ALTO, CA 94304-1050
                                    (650) 493-9300
                              --------------------------

<TABLE>
<CAPTION>
                           CALCULATION OF REGISTRATION FEE

- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                       PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
              TITLE OF  SECURITIES                  AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING      REGISTRATION
                TO BE REGISTERED                     REGISTERED          PER SHARE (2)           PRICE (2)              FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                  <C>
 ViaVideo Communications, Inc.
 1996 Stock Option/Stock Issuance Plan (the
 "PLAN") (1)                                      1,123,275 shares        $ 6.09375            $ 6,844,957.03         $ 2,020

 Common Stock, $.0005 par value
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>
 

(1)  Pursuant to an Agreement and Plan of Reorganization dated as of June 11,
     1997, as amended September 29, 1997 (the "REORGANIZATION AGREEMENT") by and
     among Polycom, Venice Acquisition Corporation and ViaVideo ("VIAVIDEO"),
     the Registrant assumed all of the outstanding options to purchase common
     stock of ViaVideo under the 1996 Stock Option/Stock Issuance Plan (the
     "ASSUMED OPTIONS"), with appropriate adjustments to the number of shares
     and exercise price of each Assumed Option to reflect the ratio at which the
     common stock of ViaVideo was converted into common stock of the Registrant
     under the Reorganization Agreement.
(2)  Estimated solely for the purpose of computing the registration fee required
     by Section 6(b) of the Securities Act of 1933, as amended (the "SECURITIES
     ACT") and computed pursuant to Rule 457(c) under the Securities Act based
     upon the average of the high and low prices of the Common Stock on January
     23, 1998, as reported on the Nasdaq National Market.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

                                       PART I

                        INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.   PLAN INFORMATION.

     The Registrant will send or give the documents containing the information
specified in this Item 1 to employees, officers, directors or others as
specified by Rule 428(b)(1) under the Securities Act.  In accordance with the
rules and regulations of the Securities and Exchange Commission (the
"COMMISSION") and the instructions to Form S-8, the Registrant is not filing
such documents with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.

ITEM 2.   REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The Registrant will send or give the documents containing the information
specified in this Item 2 to employees, officers, directors or others as
specified by Rule 428(b)(1) under the Securities Act.  In accordance with the
rules and regulations of the Commission and the instructions to Form S-8, the
Registrant is not filing such documents with the Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information heretofore filed with the
Commission by the Registrant (File No. 0-27978) are incorporated herein by
reference:

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

     (2)  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
          Commission on May 14, 1997, August 13, 1997 and November 12, 1997,
          respectively;

     (3)  The Registrant's Current Reports on Form 8-K, filed with the
          Commission on August 13, 1997, September 9, 1997 and January 16, 1998;
          and

     (4)  The Registrant's Registration Statement No. 00-27978 on Form 8-A filed
          with the Commission on March 12, 1996 pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "Exchange 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 documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that 

                                         -2-
<PAGE>

all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold under this Registration Statement, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.  Any statement contained
herein or 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
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such earlier statement.  Any
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.

     As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Amended and Restated Certificate of Incorporation includes a
provision that eliminates the personal liability of its directors for monetary
damages for breach or alleged breach of their duty of care.  In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Amended and Restated Bylaws provide that: (i) the Registrant shall
indemnify its directors and officers and persons serving in such capacities in
other business enterprises (including, for example, the Registrant's
subsidiaries) at the Registrant's request, to the fullest extent permitted by
Delaware law, including in those circumstances in which indemnification would
otherwise be discretionary; (ii) the Registrant may, in its discretion,
indemnify employees and agents in those circumstances where indemnification is
not required by law; (iii) the Registrant is required to advance expenses, as
incurred, to its directors and officers in connection with defending a
proceeding (except that it is not required to advance expenses to a person
against whom the Registrant brings a claim for breach of the duty of loyalty,
failure to act in good faith, intentional misconduct, knowing violation of law
or deriving an improper personal benefit); (iv) the rights conferred in the
Amended and Restated Bylaws are not exclusive, and the Registrant is authorized
to enter into indemnification agreements with its directors, officers and
employees; and (v) the Registrant may not retroactively amend the Bylaw
provisions in a way that is adverse to such directors, officers and employees.

     The Registrant's policy is to enter into indemnification agreements with
each of its directors and officers that provide the maximum indemnity allowed by
Section 145 of the Delaware General Corporation Law and the Amended and Restated
Bylaws, as well as certain additional procedural protections.  In addition, the
indemnification agreements provide that directors and officers will be
indemnified to the fullest possible extent not prohibited by law against all
expenses (including attorney's fees), judgments, fines, penalties and settlement
amounts paid or incurred by them in an action or proceeding, including any
action by or in the right of the Registrant, arising out of such person's
services as a director or officer of the Registrant, any subsidiary of the
Registrant or any other company or enterprise to which such person provides
services at the request of the  Registrant.  The indemnification agreements do
not require the Registrant to indemnify or advance expenses to an indemnified
party with respect to proceedings or claims initiated by the indemnified party
and not by way of defense, except with respect to proceedings specifically
authorized by the Board of Directors or brought to enforce a right to
indemnification under the indemnification agreements, the Registrants's Amended 

                                         -3-
<PAGE>

and Restated Bylaws or any statute or law.  Under the indemnification agreements
and Sections 102 and 145 of the Delaware General Corporation Law, the Registrant
is not obligated to indemnify the indemnified party (i) for any expenses
incurred by the indemnified party with respect to any proceeding instituted by
the indemnified party to enforce or interpret the indemnification agreements, if
a court of competent jurisdiction determines that each of the material
assertions made by the indemnified party in such proceeding was not made in good
faith or was frivolous; (ii) for any amounts paid in settlement of a proceeding
unless the Registrant consents to such settlement; (iii) for any expenses
incurred by the indemnified party with respect to any proceeding instituted by
the Registrant to enforce or interpret the indemnification agreements if a court
determines that each of such defenses asserted by the indemnified party in such
action was made in bad faith or was frivolous; (iv) on account of any suit in
which judgment is rendered against the indemnified party for an accounting of
profits made from the purchase or sale by the indemnified party of securities of
the Registrant pursuant to the provisions of Section 16(b) of the Securities
Exchange Act and related laws; (v) on account of the indemnified party's acts or
omissions which are finally adjudged to have been knowingly fraudulent or
deliberately dishonest, or to constitute willful misconduct or a knowing
violation of the law; (vi) on account of any conduct from which the indemnified
party derived an improper personal benefit; (vii) on account of conduct the
indemnified party believed to be contrary to the best interests of the
Registrant or its stockholders; (viii) on account of conduct that constituted a
breach of the indemnified party's duty of loyalty to the Registrant or its
stockholders; or (ix) if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.

     The indemnification provisions in the Amended and Restated Bylaws and the
indemnification agreements entered into between the Registrant and its directors
and officers may be sufficiently broad to permit indemnification of the
Registrant's directors and officers for liabilities arising under the Securities
Act of 1933.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

    EXHIBIT
    NUMBER                  DESCRIPTION OF DOCUMENT
- ------------  ---------------------------------------------
     4.1      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 by reference herein as indicated in
              Item 3(4).

     4.2      ViaVideo Communications, Inc. 1996 Stock
              Option/Stock Issuance Plan and related agreements.

     5.1      Opinion of Counsel as to legality of securities
              being registered.

    23.1      Consent of Coopers & Lybrand L.L.P., Independent
              Accountants.

    23.2      Consent of Counsel (CONTAINED IN EXHIBIT 5.1).

                                         -4-
<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 Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                    (iii)     To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

          (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 offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934, as amended) that is incorporated by reference
in the 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
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 

                                         -5-
<PAGE>

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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                         -6-
<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 30th day of
January 1998.

                                        POLYCOM, INC.

                                   By:  /s/ Brian L. Hinman
                                      -------------------------------------
                                         Brian L. Hinman
                                         CHAIRMAN OF THE BOARD AND
                                           CHIEF EXECUTIVE OFFICER


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
the 30th day of January 1998 in the capacities indicated.

             SIGNATURE                                TITLE
- -------------------------------    --------------------------------------

      /s/ Brian L. Hinman          Chairman of the Board of Directors and
- -------------------------------    Chief Executive Officer      
      Brian L. Hinman              (PRINCIPAL EXECUTIVE OFFICER)
                               

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


      /s/ Michael R. Kourey        Vice President, Finance and Administration,
- -------------------------------    Chief Financial Officer and Secretary
      Michael R. Kourey            (PRINCIPAL FINANCIAL AND ACCOUNTING  
                                   OFFICER)                             
                               

      /s/ Bandel Carano            Director
- -------------------------------
      Bandel Carano


      /s/ Stanley J. Meresman      Director
- -------------------------------
      Stanley J. Meresman
                                  Director
- -------------------------------
      John P. Morgridge

      /s/ James R. Swartz         Director 
- -------------------------------
      James R. Swartz 

                                         -7-

<PAGE>

                                  INDEX TO EXHIBITS

   EXHIBIT
    NUMBER                  DESCRIPTION OF DOCUMENT
- -----------   ---------------------------------------------

     4.1      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 by reference herein as indicated in
              Item 3(4).

     4.2      ViaVideo Communications, Inc. 1996 Stock
              Option/Stock Issuance Plan and related agreements.

     5.1      Opinion of Counsel as to legality of securities
              being registered.

    23.1      Consent of Coopers & Lybrand L.L.P., Independent
              Accountants.

    23.2      Consent of Counsel (CONTAINED IN EXHIBIT 5.1).


                                         -8-


<PAGE>

                            VIAVIDEO COMMUNICATIONS, INC.
                        1996 STOCK OPTION/STOCK ISSUANCE PLAN
                        -------------------------------------


                                     ARTICLE ONE

                                  GENERAL PROVISIONS

     I.   PURPOSE OF THE PLAN

          This 1996 Stock Option/Stock Issuance Plan is intended to promote the
interests of ViaVideo Communications, 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 two (2) separate equity programs:

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

                  (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).

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

     III. ADMINISTRATION OF THE PLAN

          A.   The Plan shall be administered by the Board.  However, any or all
administrative functions otherwise exercisable by the Board may be delegated to
the Committee.  Members of the 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 the Committee and reassume all
powers and authority previously delegated to the Committee.

          B.   The Plan Administrator shall have full power and authority to
establish such



<PAGE>


rules and regulations as it may deem appropriate for proper administration of
the Plan and to make such determinations under, and issue such interpretations
of, the Plan and any outstanding options or stock issuances thereunder as it may
deem necessary or advisable.  Decisions of the Plan Administrator shall be final
and binding on all parties who have an interest in the Plan or any option or
stock issuance thereunder.

     IV.  ELIGIBILITY

          A.   The persons eligible to participate in the Plan are as follows:

                   (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.   The Plan Administrator shall have full authority to determine,
(i) with respect to the option grants under the 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 Option Grant Program or to effect stock
issuances in accordance with the Stock Issuance Program.

     V.   STOCK SUBJECT TO THE PLAN

          A.   The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock.  The maximum number of shares of Common
Stock which may be issued over the term of the Plan shall not exceed 1,350,000
shares.

          B.   Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
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.  Unvested shares issued under the Plan, and subsequently repurchased by the
Corporation, at the original issue price paid per share, pursuant to the


                                          2.
<PAGE>


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 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.

          C.   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 and (ii) the number and/or class of securities and the exercise
price per share in effect under each outstanding option in order to prevent the
dilution or enlargement of rights and benefits thereunder.  The adjustments
determined by the Plan Administrator shall be final, binding and conclusive.  In
no event shall any such adjustments be made in connection with the conversion of
one or more outstanding shares of the Corporation's preferred stock into shares
of Common Stock.


                                          3.
<PAGE>

                                     ARTICLE TWO

                                 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 and may be less than, equal to or greater than 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 Four and the documents evidencing the option, be payable in cash or
check made payable to the Corporation.  Should the Common Stock be registered
under Section 12(g) of the 1934 Act at the time the option is exercised, then
the exercise price may also be paid as follows:

                 (i)     in 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

                (ii)     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.

          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.


                                          4.
<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 of the


                                          5.
<PAGE>

option term, and/or

                (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.   FIRST REFUSAL RIGHTS.  Until such time as the Common Stock is
first registered under Section 12(g) of the 1934 Act, the Corporation shall have
the right of first refusal with respect to any proposed disposition by the
Optionee (or any successor in interest) of any shares of Common Stock issued
under the Option Grant Program.  Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator
and set forth in the document evidencing such right.

          G.   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, a Non-Statutory
Option 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.


                                          6.
<PAGE>

     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 Four 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.   EXERCISE PRICE.  The exercise price per share shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.

          C.   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 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.

          D.   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

          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 for all of the 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, either to be assumed by the successor corporation (or parent
thereof) or to be replaced with a comparable option to purchase shares of the
capital stock of the successor corporation (or parent thereof), (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 or (iii) the acceleration of
such option is subject to other limitations imposed by the Plan Administrator at
the time of the option grant.  The determination of option comparability under
clause (i) above shall be made by the Plan Administrator, and its determination
shall be final, binding and conclusive.


                                          7.
<PAGE>

          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: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.

          C.   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).

          D.   Each option which is assumed in connection with an 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 to reflect such Corporate Transaction 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 and (ii) 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 Plan Administrator shall have the discretion, exercisable at
the time the option is granted or at any time while the option remains
outstanding, to provide that any options which are assumed or replaced in the
Corporate Transaction and do not otherwise accelerate at that time shall
automatically accelerate (and any of the Corporation's outstanding repurchase
rights which do not otherwise terminate at the time of the Corporate Transaction
shall automatically terminate and the shares of Common Stock subject to those
terminated rights shall immediately vest in full) in the event the Optionee's
Service should subsequently terminate by reason of an Involuntary Termination
within eighteen (18) months following the effective date of such Corporate
Transaction.  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.

          F.   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 replaced (or those repurchase rights are to be
assigned) in the Corporate Transaction.

          G.   The portion of any Incentive Option accelerated in connection
with an Corporate Transaction shall remain exercisable as an Incentive Option
only to the extent the


                                          8.
<PAGE>

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.

          H.   The grant of options under the Plan 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 Option Grant Program
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.


                                          9.
<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  and may be less than, equal to or greater than the Fair Market
Value per share of Common Stock on the stock issuance date.

               2.   Subject to the provisions of Section I of Article Four,
shares of Common Stock may be issued under the Stock Issuance Program for one or
both 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.

               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


                                         10.
<PAGE>

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 such 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.

          C.   FIRST REFUSAL RIGHTS.  Until such time as the Common Stock is
first registered under Section 12(g) of the 1934 Act, the Corporation shall have
the right of first refusal with respect to any proposed disposition by the
Participant (or any successor in interest) of any shares of Common Stock issued
under the Stock Issuance Program.  Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator
and set forth in the document evidencing such right.

     II.  CORPORATE TRANSACTION

          A.   All of the outstanding repurchase 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 (i) those repurchase rights
are assigned to the successor corporation (or parent thereof) in connection with
such Corporate Transaction or (ii) such accelerated vesting is precluded by
other limitations imposed in the Stock Issuance Agreement.

          B.   Any cancellation rights that are assigned in the Corporate
Transaction shall automatically terminate, and the shares of Common Stock
subject to those terminated rights shall immediately vest in full, in the event
the Participant's Service should subsequently terminate by reason of an
Involuntary Termination within eighteen (18) months following the effective date
of such Corporate Transaction.


                                         11.
<PAGE>

          C.   The Plan Administrator shall have the discretion, exercisable
either at the time the unvested shares are issued or at any time while the
Corporation's repurchase right remains outstanding, to provide for the automatic
termination of one or more outstanding repurchase rights, and the immediate
vesting of the shares of Common Stock subject to those rights, upon the
occurrence of an Corporate Transaction, whether or not those repurchase rights
are assigned in connection with the Corporate Transaction.

     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.


                                         12.
<PAGE>

                                    ARTICLE FOUR

                                    MISCELLANEOUS

     I.   FINANCING

          A.   The Plan Administrator may permit any Optionee or Participant to
pay the option exercise price or the purchase price for shares issued under the
Plan 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.  EFFECTIVE DATE AND TERM OF THE PLAN

          A.   The Plan shall become effective when adopted by the Board, but no
option granted under the Plan may be exercised, and no shares shall be issued
under the Plan, until the Plan is approved by the Corporation's stockholders.
If such stockholder approval is not obtained within twelve (12) months after the
date of the Board's adoption of the Plan, then all options previously granted
under the Plan shall terminate and cease to be outstanding, and no further
options shall be granted and no shares shall be issued under the Plan.  Subject
to such limitation, the Plan Administrator may grant options and issue shares
under the Plan at any time after the effective date of the Plan and before the
date fixed herein for termination of the Plan.

          B.   The Plan shall terminate upon the EARLIEST of (i) the expiration
of the ten (10)-year period measured from the date the Plan is adopted by the
Board, (ii) the date on which all shares available for issuance under the Plan
shall have been issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with an Corporate Transaction.  Upon such Plan
termination, all options and unvested stock issuances outstanding under the Plan
shall continue to have full force and effect in accordance with the provisions
of the documents evidencing such options or issuances.


                                         13.
<PAGE>

     III. 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 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 Plan and shares of Common Stock may be issued under the Plan 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 the Plan 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
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.

     IV.  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.

     V.   WITHHOLDING

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

     VI.  REGULATORY APPROVALS

          The implementation of the Plan, the granting of any option under the
Plan and the issuance of any shares of Common Stock (i) upon the exercise of any
option 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 granted under it and
the shares of Common Stock issued pursuant to it.


                                         14.
<PAGE>

     VII. NO EMPLOYMENT OR 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.


                                         15.
<PAGE>

                                       APPENDIX

          The following definitions shall be in effect under the Plan:

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

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

          C.   COMMITTEE shall mean a committee of one (1) or more Board members
appointed by the Board to exercise one or more administrative functions under
the Plan.

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

          E.   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

           (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.

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

          G.   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.

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

          I.   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


                                         A-1.
<PAGE>

     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.

          (iii)     If the Common Stock is at the time neither listed on any
     Stock Exchange nor traded on the Nasdaq National Market,  then the Fair
     Market Value shall be determined by the Plan Administrator after taking
     into account such factors as the Plan Administrator shall deem appropriate.

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

          K.   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.

          L.   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).

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


                                         A-2.
<PAGE>

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

          O.   OPTION GRANT PROGRAM shall mean the option grant program in
effect under the Plan.

          P.   OPTIONEE shall mean any person to whom an option is granted under
the Option Grant Program.

          Q.   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.

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

          S.   PERMANENT DISABILITY 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.

          T.   PLAN shall mean the Corporation's 1996 Stock Option/Stock
Issuance Plan, as set forth in this document.

          U.   PLAN ADMINISTRATOR shall mean either the Board or the Committee,
to the extent the Committee is at the time responsible for the administration of
the Plan.

          V.   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.

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

          X.   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.

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


                                         A-3.
<PAGE>

          Z.   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.

          AA.  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-4.
<PAGE>


                            VIAVIDEO COMMUNICATIONS, INC.
                                STOCK OPTION AGREEMENT



RECITALS

     A.   The Board has adopted the Plan for the purpose of retaining the
services of selected Employees, non-employee members of the Board or of the
board of directors of any Parent or Subsidiary and consultants and other
independent advisors who provide services to the Corporation (or any Parent or
Subsidiary).

     B.   Optionee is to render valuable services to the Corporation (or a
Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee.

     C.   All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

          1.   GRANT OF OPTION.  The Corporation hereby grants to Optionee, as
of the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice.  The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

          2.   OPTION TERM.  This option shall have a term of ten (10) years
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5, 6 or 17.

          3.   LIMITED TRANSFERABILITY.  This option shall be neither
transferable nor assignable by Optionee other than by will or by the laws of
descent and distribution following Optionee's death and may be exercised, during
Optionee's lifetime, only by Optionee.  However, if this option is designated a
Non-Statutory Option in the Grant Notice, then this option may, in connection
with Optionee's estate plan, be assigned in whole or in part during Optionee's
lifetime to one or more members of Optionee's immediate family members or to a
trust established exclusively for the benefit of 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 this 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.



<PAGE>


          4.   EXERCISABILITY/VESTING.

               (a)  This option shall be immediately exercisable for any or all
of the Option Shares, whether or not the Option Shares are vested in accordance
with the Vesting Schedule, and shall remain so exercisable until the Expiration
Date or sooner termination of the option term under Paragraph 5, 6 or 17.  Any
unvested Option Shares purchased under this option shall be subject to
repurchase by the Corporation, at the Exercise Price paid per share, upon
Optionee's cessation of Service prior to vesting in those Option Shares.

               (b)  Optionee shall, in accordance with the Vesting Schedule,
vest in the Option Shares in one or more installments over his or her period of
Service.  Vesting in the Option Shares may be accelerated pursuant to the
provisions of Paragraph 6.  In no event, however, shall any additional Option
Shares vest following Optionee's cessation of Service.

          5.   CESSATION OF SERVICE.  The option term specified in Paragraph 2
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

                      (i)     Should Optionee cease to remain in Service for any
     reason (other than death, Permanent Disability or Misconduct) while this
     option is outstanding, then Optionee shall have a period of three (3)
     months (commencing with the date of such cessation of Service) during which
     to exercise this option, but in no event shall this option be exercisable
     at any time after the Expiration Date.

                     (ii)     Should Optionee die while this option is
     outstanding, then the personal representative of Optionee's estate or the
     person or persons to whom the option is transferred pursuant to Optionee's
     will or in accordance with the laws of descent and distribution shall have
     the right to exercise this option.  Such right shall lapse and this option
     shall cease to be outstanding upon the EARLIER of (A) the expiration of the
     twelve (12)- month period measured from the date of Optionee's death or (B)
     the Expiration Date.

                    (iii)     Should Optionee cease Service by reason of
     Permanent Disability while this option is outstanding, then Optionee shall
     have a period of twelve (12) months (commencing with the date of such
     cessation of Service) during which to exercise this option.  In no event
     shall this option be exercisable at any time after the Expiration Date.

                     (iv)     Should Optionee's Service be terminated for
     Misconduct, then this option shall terminate immediately and cease to
     remain outstanding.


                                          2.
<PAGE>

                      (v)     During the limited post-Service exercise period,
     this option may not be exercised in the aggregate for more than the number
     of Option Shares in which Optionee is, at the time of Optionee's cessation
     of Service, vested in accordance with the Vesting Schedule.  Upon the
     expiration of such limited exercise period or (if earlier) upon the
     Expiration Date, this option shall terminate and cease to be outstanding
     for any vested Option Shares for which the option has not been exercised.
     To the extent Optionee is not vested in the Option Shares at the time of
     Optionee's cessation of Service, this option shall immediately terminate
     and cease to be outstanding with respect to those shares.

                     (vi)     In the event of a Corporate Transaction, the
     provisions of Paragraph 6 shall govern the period for which this option is
     to remain exercisable following Optionee's cessation of Service and shall
     supersede any provisions to the contrary in this paragraph.

          6.   SPECIAL TERMINATION OF OPTION.

               (a)  All the Option Shares subject to this option at the time of
a Corporate Transaction but not otherwise vested shall automatically vest and
the Corporation's repurchase rights with respect to those Option Shares shall
immediately terminate so that this option shall, immediately prior to the
effective date of the Corporate Transaction, become exercisable for all of the
Option Shares as fully-vested shares of Common Stock and may be exercised for
any or all of those Option Shares.

               (b)  This Agreement shall not in any 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.

          7.   ADJUSTMENT IN OPTION SHARES.  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 total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

          8.   STOCKHOLDER RIGHTS.  The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

          9.   MANNER OF EXERCISING OPTION.

               (a)  In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:


                                          3.
<PAGE>

                      (i)     Execute and deliver to the Corporation a Purchase
     Agreement for the Option Shares for which the option is exercised.

                     (ii)     Pay the aggregate Exercise Price for the purchased
     shares in one or more of the following forms:

                         (A)  cash or check made payable to the Corporation; or

                         (B)  a promissory note payable to the Corporation, but
          only to the extent authorized by the Plan Administrator in accordance
          with Paragraph 14.

               Should the Common Stock be registered under Section 12(g) of the
          1934 Act at the time the option is exercised, then the Exercise Price
          may also be paid as follows:

                         (C)  in shares of Common Stock held by Optionee (or any
          other person or persons exercising the option) 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

                         (D)  to the extent the option is exercised for vested
          Option Shares, through a special sale and remittance procedure
          pursuant to which Optionee (or any other person or persons exercising
          the option) shall concurrently provide irrevocable written
          instructions (I) to 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 (II) to the Corporation to deliver the
          certificates for the purchased shares directly to such brokerage firm
          in order to complete the sale.

               Except to the extent the sale and remittance procedure is
          utilized in connection with the option exercise, payment of the
          Exercise Price must accompany the Purchase Agreement delivered to the
          Corporation in connection with the option exercise.

                    (iii)     Furnish to the Corporation appropriate
          documentation that the person or persons exercising the option (if
          other than Optionee) have the right to exercise this option.


                                          4.
<PAGE>

                    (iv)      Execute and deliver to the Corporation such
     written representations as may be requested by the Corporation in order for
     it to comply with the applicable requirements of Federal and state
     securities laws.

                     (v)      Make appropriate arrangements with the Corporation
     (or Parent or Subsidiary employing or retaining Optionee) for the
     satisfaction of all Federal, state and local income and employment tax
     withholding requirements applicable to the option exercise.

               (b)  As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.  To the extent any such Option
Shares are unvested, the certificates for those Option Shares shall be endorsed
with an appropriate legend evidencing the Corporation's repurchase rights and
may be held in escrow with the Corporation until such shares vest.

               (c)  In no event may this option be exercised for any fractional
shares.

          10.  REPURCHASE RIGHTS.  ALL OPTION SHARES ACQUIRED UPON THE EXERCISE
OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS
ASSIGNS TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE
PURCHASE AGREEMENT.

          11.  COMPLIANCE WITH LAWS AND REGULATIONS.

               (a)  The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.

               (b)  The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

          12.  SUCCESSORS AND ASSIGNS.  Except to the extent otherwise provided
in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns
and Optionee, Optionee's assigns and the legal representatives, heirs and
legatees of Optionee's estate.


                                          5.
<PAGE>

          13.  NOTICES.  Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices.  Any notice required to
be given or delivered to Optionee shall be in writing and addressed to Optionee
at the address indicated below Optionee's signature line on the Grant Notice.
All notices shall be deemed effective upon personal delivery or upon deposit in
the U.S. mail, postage prepaid and properly addressed to the party to be
notified.

          14.  FINANCING.  The Plan Administrator may, in its absolute
discretion and without any obligation to do so, permit Optionee to pay the
Exercise Price for the purchased Option Shares by delivering a full-recourse
promissory note payable to the Corporation.  The terms of any such promissory
note (including the interest rate, the requirements for collateral and the terms
of repayment) shall be established by the Plan Administrator in its sole
discretion.

          15.  CONSTRUCTION.  This Agreement and the option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan.  All decisions of the Plan Administrator with
respect to any question or issue arising under the Plan or this Agreement shall
be conclusive and binding on all persons having an interest in this option.

          16.  GOVERNING LAW.  The interpretation, performance and enforcement
of this Agreement shall be governed by the laws of the State of Texas without
resort to that State's conflict-of-laws rules.

          17.  STOCKHOLDER APPROVAL.

               (a)  The grant of this option is subject to approval of the Plan
by the Corporation's stockholders within twelve (12) months after the adoption
of the Plan by the Board.  NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO
THE CONTRARY, THIS OPTION MAY NOT BE EXERCISED IN WHOLE OR IN PART UNTIL SUCH
STOCKHOLDER APPROVAL IS OBTAINED.  In the event that such stockholder approval
is not obtained, then this option shall terminate in its entirety and Optionee
shall have no further rights to acquire any Option Shares hereunder.

               (b)  If the Option Shares covered by this Agreement exceed, as of
the Grant Date, the number of shares of Common Stock which may without
stockholder approval be issued under the Plan, then this option shall be void
with respect to such excess shares, unless stockholder approval of an amendment
sufficiently increasing the number of shares of Common Stock issuable under the
Plan is obtained in accordance with the provisions of the Plan.

          18.  ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION.  In the event
this option is designated an Incentive Option in the Grant Notice, the following
terms and conditions shall also apply to the grant:

                      (i)     This option shall cease to qualify for


                                          6.
<PAGE>


     favorable tax treatment as an Incentive Option if (and to the extent) this
     option is exercised for one or more Option Shares: (A) more than three (3)
     months after the date Optionee ceases to be an Employee for any reason
     other than death or Permanent Disability or (B) more than twelve (12)
     months after the date Optionee ceases to be an Employee by reason of
     Permanent Disability.

                     (ii)     This option shall not become exercisable in the
     calendar year in which granted if (and to the extent) the aggregate Fair
     Market Value (determined at the Grant Date) of the Common Stock for which
     this option would otherwise first become exercisable in such calendar year
     would, when added to the aggregate value (determined as of the respective
     date or dates of grant) of the Common Stock and any other securities for
     which one or more other Incentive Options granted to Optionee prior to the
     Grant Date (whether under the Plan or any other option plan of the
     Corporation or any Parent or Subsidiary) first become exercisable during
     the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in
     the aggregate.  To the extent the exercisability of this option is deferred
     by reason of the foregoing limitation, the deferred portion shall become
     exercisable in the first calendar year or years thereafter in which the One
     Hundred Thousand Dollar ($100,000) limitation of this Paragraph 18(ii)
     would not be contravened, but such deferral shall in all events end
     immediately prior to the effective date of a Corporate Transaction,
     whereupon the option shall become immediately exercisable as a
     Non-Statutory Option for the deferred portion of the Option Shares.

                    (iii)     Should Optionee hold, in addition to this option,
     one or more other options to purchase Common Stock which become exercisable
     for the first time in the same calendar year as this option, then the
     foregoing limitations on the exercisability of such options as Incentive
     Options shall be applied on the basis of the order in which such options
     are granted.


                                          7.
<PAGE>


                                       APPENDIX


     The following definitions shall be in effect under the Agreement:

     D.   AGREEMENT shall mean this Stock Option Agreement.

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

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

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

     A.   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

      (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.

     B.   CORPORATION shall mean ViaVideo Communications, Inc., a Delaware
corporation.

     C.   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.

     D.   EXERCISE DATE shall mean the date on which the option shall have been
exercised in accordance with Paragraph 9 of the Agreement.

     E.   EXERCISE PRICE shall mean the exercise price per share as specified in
the Grant Notice.

     F.   EXPIRATION DATE shall mean the date on which the option expires as
specified in the Grant Notice.

     G.   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


                                         A-1.
<PAGE>


     Common Stock on the date in question, as the 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.

     (iii)     If the Common Stock is at the time neither listed on any Stock
     Exchange nor traded on the Nasdaq National Market, then the Fair Market
     Value shall be determined by the Plan Administrator after taking into
     account such factors as the Plan Administrator shall deem appropriate.

     H.   GRANT DATE shall mean the date of grant of the option as specified in
the Grant Notice.

     I.   GRANT NOTICE shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

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

     K.   INVOLUNTARY TERMINATION shall mean the termination of Optionee's
Service which occurs by reason of:

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

      (ii)     Optionee's voluntary resignation following (A) a change in
     Optionee's position with the Corporation (or Parent or Subsidiary employing
     Optionee) which materially reduces Optionee's level of responsibility, (B)
     a reduction in Optionee's 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 Optionee'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 Optionee's consent.


                                         A-2.
<PAGE>

     L.   MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee 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 Optionee or any other
individual in the Service of the Corporation (or any Parent or Subsidiary).

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

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

     O.   OPTION SHARES shall mean the number of shares of Common Stock subject
to the option as specified in the Grant Notice.

     P.   OPTIONEE shall mean the person to whom the option is granted as
specified in the Grant Notice.

     Q.   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.

     R.   PERMANENT DISABILITY shall mean the inability of Optionee to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which is expected to result in death or has lasted
or can be expected to last for a continuous period of twelve (12) months or
more.

     S.   PLAN shall mean the Corporation's 1996 Stock Option/Stock Issuance
Plan.

     T.   PLAN ADMINISTRATOR shall mean either the Board or a committee of Board
members, to the extent the committee is at the time responsible for the
administration of the Plan.

     U.   PURCHASE AGREEMENT shall mean the stock purchase agreement in
substantially the form of Exhibit B to the Grant Notice.

     V.   SERVICE shall mean Optionee's performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor.


                                         A-3.
<PAGE>

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

     X.   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.

     Y.   VESTING SCHEDULE shall mean the vesting schedule specified in the
Grant Notice, as such vesting schedule is subject to acceleration in the event
of a Corporate Transaction.



                                         A-4.

<PAGE>


                            VIAVIDEO COMMUNICATIONS, INC.
                               STOCK PURCHASE AGREEMENT



          AGREEMENT made as of this ___ day of ______ 19___, by and between
ViaVideo Communications, Inc., a Delaware corporation and
________________________________, Optionee under the Corporation's 1996 Stock
Option/Stock Issuance Plan.

          All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.

     A.   EXERCISE OF OPTION

          1.   EXERCISE.  Optionee hereby purchases _____________ shares of
Common Stock (the "Purchased Shares") pursuant to that certain option (the
"Option") granted Optionee on ____________________, 199__ (the "Grant Date") to
purchase up to _______________ shares of Common Stock under the Plan at the
exercise price of $______ per share (the "Exercise Price").

          2.   PAYMENT.  Concurrently with the delivery of this Agreement to the
Corporation, Optionee shall pay the Exercise Price for the Purchased Shares in
accordance with the provisions of the Option Agreement and shall deliver
whatever additional documents may be required by the Option Agreement as a
condition for exercise, together with a duly-executed blank Assignment Separate
from Certificate (in the form attached hereto as Exhibit I) with respect to the
Purchased Shares.

          3.   ESCROW.  The Corporation shall have the right to hold the
certificates representing any Purchased Shares which are subject to the
Repurchase Right in escrow.

          4.   STOCKHOLDER RIGHTS.  Until such time as the Corporation exercises
the Repurchase Right or the First Refusal Right, Optionee (or any successor in
interest) shall have all the rights of a stockholder (including voting, dividend
and liquidation rights) with respect to the Purchased Shares, including the
Purchased Shares held in escrow hereunder, subject, however, to the transfer
restrictions of Articles B and C.



<PAGE>


     B.   SECURITIES LAW COMPLIANCE

          1.   RESTRICTED SECURITIES.  The Purchased Shares have not been
registered under the 1933 Act and are being issued to Optionee in reliance upon
the exemption from such registration provided by SEC Rule 701 for stock
issuances under compensatory benefit plans such as the Plan.  Optionee hereby
confirms that Optionee has been informed that the Purchased Shares are
restricted securities under the 1933 Act and may not be resold or transferred
unless the Purchased Shares are first registered under the Federal securities
laws or unless an exemption from such registration is available.  Accordingly,
Optionee hereby acknowledges that Optionee is prepared to hold the Purchased
Shares for an indefinite period and that Optionee is aware that SEC Rule 144
issued under the 1933 Act which exempts certain resales of unrestricted
securities is not presently available to exempt the resale of the Purchased
Shares from the registration requirements of the 1933 Act.

          2.   RESTRICTIONS ON DISPOSITION OF PURCHASED SHARES.  Optionee shall
make no disposition of the Purchased Shares (other than a Permitted Transfer)
unless and until there is compliance with all of the following requirements:

            (i)     Optionee shall have provided the Corporation with a written
     summary of the terms and conditions of the proposed disposition.

           (ii)     Optionee shall have complied with all requirements of this
     Agreement applicable to the disposition of the Purchased Shares.

          (iii)       Optionee shall have provided the Corporation with written
     assurances, in form and substance satisfactory to the Corporation, that (a)
     the proposed disposition does not require registration of the Purchased
     Shares under the 1933 Act or (b) all appropriate action necessary for
     compliance with the registration requirements of the 1933 Act or any
     exemption from registration available under the 1933 Act (including Rule
     144) has been taken.

          The Corporation shall NOT be required (i) to transfer on its books any
Purchased Shares which have been sold or transferred in violation of the
provisions of this Agreement OR (ii) to treat as the owner of the Purchased
Shares, or otherwise to accord voting, dividend or liquidation rights to, any
transferee to whom the Purchased Shares have been transferred in contravention
of this Agreement.

          3.   RESTRICTIVE LEGENDS.  The stock certificates for the Purchased
Shares shall be endorsed with the following restrictive legends:

            (i)     "The shares represented by this certificate have not been
     registered under the Securities Act of 1933.  The shares may not be sold or
     offered for sale in the absence of (a) an effective registration statement
     for the shares under such Act, (b) a 'no action' letter of the Securities
     and Exchange Commission with


                                          2.
<PAGE>

     respect to such sale or offer or (c) satisfactory assurances to the
     Corporation that registration under such Act is not required with respect
     to such sale or offer."

           (ii)     "The shares represented by this certificate are unvested and
     are subject to certain repurchase rights and rights of first refusal
     granted to the Corporation and accordingly may not be sold, assigned,
     transferred, encumbered, or in any manner disposed of except in conformity
     with the terms of a written agreement dated ____________, 199__ between the
     Corporation and the registered holder of the shares (or the predecessor in
     interest to the shares).  A copy of such agreement is maintained at the
     Corporation's principal corporate offices."

     C.   TRANSFER RESTRICTIONS

          1.   RESTRICTION ON TRANSFER.  Except for any Permitted Transfer,
Optionee shall not transfer, assign, encumber or otherwise dispose of any of the
Purchased Shares which are subject to the Repurchase Right.  In addition,
Purchased Shares which are released from the Repurchase Right shall not be
transferred, assigned, encumbered or otherwise disposed of in contravention of
the First Refusal Right or the Market Stand-Off.

          2.   TRANSFEREE OBLIGATIONS.  Each person (other than the Corporation)
to whom the Purchased Shares are transferred by means of a Permitted Transfer
must, as a condition precedent to the validity of such transfer, acknowledge in
writing to the Corporation that such person is bound by the provisions of this
Agreement and that the transferred shares are subject to (i) the Repurchase
Right, (ii) the First Refusal Right and (iii) the Market Stand-Off, to the same
extent such shares would be so subject if retained by Optionee.

          3.   MARKET STAND-OFF.

               (a)  In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation's initial public
offering, Owner shall not sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to, any Purchased Shares without the prior written consent of the
Corporation or its underwriters.  Such restriction (the "Market Stand-Off")
shall be in effect for such period of time from and after the effective date of
the final prospectus for the offering as may be requested by the Corporation or
such underwriters.  In no event, however, shall such period exceed one hundred
eighty (180) days and the Market Stand-Off shall in all events terminate two (2)
years after the effective date of the Corporation's initial public offering.

               (b)  Owner shall be subject to the Market Stand-Off PROVIDED AND
ONLY IF the officers and directors of the Corporation are also subject to
similar restrictions.

               (c)  Any new, substituted or additional securities which are by
reason of


                                          3.
<PAGE>

any Recapitalization or Reorganization distributed with respect to the Purchased
Shares shall be immediately subject to the Market Stand-Off, to the same extent
the Purchased Shares are at such time covered by such provisions.

               (d)  In order to enforce the Market Stand-Off, the Corporation
may impose stop-transfer instructions with respect to the Purchased Shares until
the end of the applicable stand-off period.

     D.   REPURCHASE RIGHT

          1.   GRANT.  The Corporation is hereby granted the right (the
"Repurchase Right"), exercisable at any time during the ninety (90)-day period
following the date Optionee ceases for any reason to remain in Service or (if
later) during the ninety (90)-day period following the execution date of this
Agreement, to repurchase at the Exercise Price all or any portion of the
Purchased Shares in which Optionee is not, at the time of his or her cessation
of Service,  vested in accordance with the Vesting Schedule (such shares to be
hereinafter referred to as the "Unvested Shares").

          2.   EXERCISE OF THE REPURCHASE RIGHT.  The Repurchase Right shall be
exercisable by written notice delivered to each Owner of the Unvested Shares
prior to the expiration of the ninety (90)-day exercise period.  The notice
shall indicate the number of Unvested Shares to be repurchased and the date on
which the repurchase is to be effected, such date to be not more than thirty
(30) days after the date of such notice.  The certificates representing the
Unvested Shares to be repurchased shall be delivered to the Corporation prior to
the close of business on the date specified for the repurchase.  Concurrently
with the receipt of such stock certificates, the Corporation shall pay to Owner,
in cash or cash equivalents (including the cancellation of any purchase-money
indebtedness), an amount equal to the Exercise Price previously paid for the
Unvested Shares which are to be repurchased from Owner.

          3.   TERMINATION OF THE REPURCHASE RIGHT.  The Repurchase Right shall
terminate with respect to any Unvested Shares for which it is not timely
exercised under Paragraph D.2.  In addition, the Repurchase Right shall
terminate and cease to be exercisable with respect to any and all Purchased
Shares in which Optionee vests in accordance with the Vesting Schedule.  All
Purchased Shares as to which the Repurchase Right lapses shall, however, remain
subject to (i) the First Refusal Right and (ii) the Market Stand-Off.

          4.   AGGREGATE VESTING LIMITATION.  If the Option is exercised in more
than one increment so that Optionee is a party to one or more other Stock
Purchase Agreements (the "Prior Purchase Agreements") which are executed prior
to the date of this Agreement, then the total number of Purchased Shares as to
which Optionee shall be deemed to have a fully-vested interest under this
Agreement and all Prior Purchase Agreements shall not exceed in the aggregate
the number of Purchased Shares in which Optionee would otherwise at the time be
vested, in accordance with the Vesting Schedule, had all the Purchased Shares
(including those acquired under the Prior Purchase Agreements) been acquired
exclusively under this Agreement.


                                          4.
<PAGE>

          5.   RECAPITALIZATION.  Any new, substituted or additional securities
or other property (including cash paid other than as a regular cash dividend)
which is by reason of any Recapitalization distributed with respect to the
Purchased Shares shall be immediately subject to the Repurchase Right, but only
to the extent the Purchased Shares are at the time covered by such right.
Appropriate adjustments to reflect such distribution shall be made to the number
and/or class of Purchased Shares subject to this Agreement and to the price per
share to be paid upon the exercise of the Repurchase Right in order to reflect
the effect of any such Recapitalization upon the Corporation's capital
structure; PROVIDED, however, that the aggregate purchase price shall remain the
same.  Any securities or other property (including cash) distributed with
respect to the Purchased Shares may be held in escrow.

     E.   RIGHT OF FIRST REFUSAL

          1.   GRANT.  The Corporation is hereby granted the right of first
refusal (the "First Refusal Right"), exercisable in connection with any proposed
transfer of the Purchased Shares in which Optionee has vested in accordance with
the Vesting Schedule.  For purposes of this Article E, the term "transfer" shall
include any sale, assignment, pledge, encumbrance or other disposition of the
Purchased Shares intended to be made by Owner, but shall not  include any
Permitted Transfer.

          2.   NOTICE OF INTENDED DISPOSITION.  In the event any Owner of
Purchased Shares in which Optionee has vested desires to accept a bona fide
third-party offer for the transfer of any or all of such shares (the Purchased
Shares subject to such offer to be hereinafter referred to as the "Target
Shares"), Owner shall promptly (i) deliver to the Corporation written notice
(the "Disposition Notice") of the terms of the offer, including the purchase
price and the identity of the third-party offeror, and (ii) provide satisfactory
proof that the disposition of the Target Shares to such third-party offeror
would not be in contravention of the provisions set forth in Articles B and C.

          3.   EXERCISE OF THE FIRST REFUSAL RIGHT.  The Corporation shall, for
a period of forty-five (45) days following receipt of the Disposition Notice,
have the right to repurchase any or all of the Target Shares subject to the
Disposition Notice upon the same terms as those specified therein or upon such
other terms (not materially different from those specified in the Disposition
Notice) to which Owner consents.  Such right shall be exercisable by delivery of
written notice (the "Exercise Notice") to Owner prior to the expiration of the
forty-five (45)-day exercise period.  If such right is exercised with respect to
all the Target Shares, then the Corporation shall effect the repurchase of such
shares, including payment of the purchase price, not more than fifteen (15)
business days after delivery of the Exercise Notice; and at such time the
certificates representing the Target Shares shall be delivered to the
Corporation.

          Should the purchase price specified in the Disposition Notice be
payable in property other than cash or evidences of indebtedness, the
Corporation shall have the right to pay the purchase price in the form of cash
equal in amount to the value of such property.  If Owner and the


                                          5.
<PAGE>

Corporation cannot agree on such cash value within thirty (30) days after the
Corporation's receipt of the Disposition Notice, the valuation shall be made by
an appraiser of recognized standing selected by Owner and the Corporation or, if
they cannot agree on an appraiser within forty-five (45) days after the
Corporation's receipt of the Disposition Notice, each shall select an appraiser
of recognized standing and the two (2) appraisers shall designate a third
appraiser of recognized standing, whose appraisal shall be determinative of such
value.  The cost of such appraisal shall be shared equally by Owner and the
Corporation.  The closing shall then be held on the LATER of (i) the fifteenth
(15th) business day following delivery of the Exercise Notice or (ii) the
fifteenth (15th) business day after such valuation shall have been made.

          4.   NON-EXERCISE OF THE FIRST REFUSAL RIGHT.  In the event the
Exercise Notice is not given to Owner prior to the expiration of the forty-five
(45)-day exercise period, Owner shall have a period of thirty (30) days
thereafter in which to sell or otherwise dispose of the Target Shares to the
third-party offeror identified in the Disposition Notice upon terms (including
the purchase price) no more favorable to such third-party offeror than those
specified in the Disposition Notice; PROVIDED, however, that any such sale or
disposition must not be effected in contravention of the provisions of Article B
and Paragraph C.3.  The third-party offeror shall acquire the Target Shares free
and clear of the Repurchase Right and the First Refusal Right, but the acquired
shares shall remain subject to Article B and Paragraph C.3.  In the event Owner
does not effect such sale or disposition of the Target Shares within the
specified thirty (30)-day period, the First Refusal Right shall continue to be
applicable to any subsequent disposition of the Target Shares by Owner until
such right lapses.

          5.   PARTIAL EXERCISE OF THE FIRST REFUSAL RIGHT.  In the event the
Corporation makes a timely exercise of the First Refusal Right with respect to a
portion, but not all, of the Target Shares specified in the Disposition Notice,
Owner shall have the option, exercisable by written notice to the Corporation
delivered within fifteen (15) business days after Owner's receipt of the
Exercise Notice, to effect the sale of the Target Shares pursuant to either of
the following alternatives:

            (i)     sale or other disposition of all the Target Shares to the
     third-party offeror identified in the Disposition Notice, but in full
     compliance with the requirements of Paragraph E.4, as if the Corporation
     did not exercise the First Refusal Right; or

           (ii)     sale to the Corporation of the portion of the Target Shares
     which the Corporation has elected to purchase, such sale to be effected in
     substantial conformity with the provisions of Paragraph E.3.  The First
     Refusal Right shall continue to be applicable to any subsequent disposition
     of the remaining Target Shares until such right lapses.

          Failure of Owner to deliver timely notification to the Corporation
shall be deemed to be an election by Owner to sell the Target Shares pursuant to
alternative (i) above.


                                          6.
<PAGE>

          6.   RECAPITALIZATION/REORGANIZATION.

               (a)  Any new, substituted or additional securities or other
property which is by reason of any Recapitalization distributed with respect to
the Purchased Shares shall be immediately subject to the First Refusal Right,
but only to the extent the Purchased Shares are at the time covered by such
right.

               (b)  In the event of a Reorganization, the First Refusal Right
shall remain in full force and effect and shall apply to the new capital stock
or other property received in exchange for the Purchased Shares in consummation
of the Reorganization, but only to the extent the Purchased Shares are at the
time covered by such right.

          7.   LAPSE.  The First Refusal Right shall lapse upon the EARLIEST to
occur of (i) the first date on which shares of the Common Stock are held of
record by more than five hundred (500) persons, (ii) a determination is made by
the Board that a public market exists for the outstanding shares of Common Stock
or (iii) a firm commitment underwritten public offering, pursuant to an
effective registration statement under the 1933 Act, covering the offer and sale
of the Common Stock in the aggregate amount of at least ten million dollars
($10,000,000).  However, the Market Stand-Off shall continue to remain in full
force and effect following the lapse of the First Refusal Right.

     F.   SPECIAL TAX ELECTION

          The acquisition of the Purchased Shares may result in adverse tax
consequences which may be avoided or mitigated by filing an election under Code
Section 83(b).  Such election must be filed within thirty (30) days after the
date of this Agreement.  A description of the tax consequences applicable to the
acquisition of the Purchased Shares and the form for making the Code Section
83(b) election are set forth in Exhibit II.  OPTIONEE SHOULD CONSULT WITH HIS OR
HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED
SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b)
ELECTION.  OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND
NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN
IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON HIS OR HER BEHALF.

     G.   GENERAL PROVISIONS

          1.   ASSIGNMENT.  The Corporation may assign the Repurchase Right
and/or the First Refusal Right to any person or entity selected by the Board,
including (without limitation) one or more stockholders of the Corporation.

          2.   NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this Agreement or
in the Plan shall confer upon Optionee any right to continue in Service for any
period of specific duration


                                          7.
<PAGE>

or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining Optionee) or of Optionee,
which rights are hereby expressly reserved by each, to terminate Optionee's
Service at any time for any reason, with or without cause.

          3.   NOTICES.  Any notice required to be given under this Agreement
shall be in writing and shall be deemed effective upon personal delivery or upon
deposit in the U.S. mail, registered or certified, postage prepaid and properly
addressed to the party entitled to such notice at the address indicated below
such party's signature line on this Agreement or at such other address as such
party may designate by ten (10) days advance written notice under this paragraph
to all other parties to this Agreement.

          4.   NO WAIVER.  The failure of the Corporation in any instance to
exercise the Repurchase Right or the First Refusal Right shall not constitute a
waiver of any other repurchase rights and/or rights of first refusal that may
subsequently arise under the provisions of this Agreement or any other agreement
between the Corporation and Optionee.  No waiver of any breach or condition of
this Agreement shall be deemed to be a waiver of any other or subsequent breach
or condition, whether of like or different nature.

          5.   CANCELLATION OF SHARES.  If the Corporation shall make available,
at the time and place and in the amount and form provided in this Agreement, the
consideration for the Purchased Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the person from
whom such shares are to be repurchased shall no longer have any rights as a
holder of such shares (other than the right to receive payment of such
consideration in accordance with this Agreement).  Such shares shall be deemed
purchased in accordance with the applicable provisions hereof, and the
Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this Agreement.

          6.   OPTIONEE UNDERTAKING.  Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation may
deem necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on either Optionee or the Purchased Shares
pursuant to the provisions of this Agreement.

          7.   GOVERNING LAW.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Texas without resort to
that State's conflict-of-laws rules.

          8.   SUCCESSORS AND ASSIGNS.  The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its successors
and assigns and upon Optionee, Optionee's permitted assigns and the legal
representatives, heirs and legatees of Optionee's estate, whether or not any
such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof.


                                          8.
<PAGE>


          IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.


                              VIAVIDEO COMMUNICATIONS, INC.



                              By:
                                  -----------------------------------

                              Title:
                                     --------------------------------

                              Address:
                                       ------------------------------

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





                              ---------------------------------------
                              OPTIONEE

                              Address:
                                       ------------------------------

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


                                          9.
<PAGE>


                                      EXHIBIT I
                         ASSIGNMENT SEPARATE FROM CERTIFICATE

          FOR VALUE RECEIVED _____________________ hereby sell(s), assign(s)
and transfer(s) unto ViaVideo Communications, Inc. (the "Corporation"),
__________ (________) shares of the Common Stock of the Corporation standing in
his or her name on the books of the Corporation represented by Certificate No.
__________________ herewith and does hereby irrevocably constitute and appoint
______________________ Attorney to transfer the said stock on the books of
the Corporation with full power of substitution in the premises.

Dated:
       ----------------------


                              Signature
                                        --------------------------------------







INSTRUCTION:  Please do not fill in any blanks other than the signature line.
Please sign exactly as you would like your name to appear on the issued stock
certificate.  The purpose of this assignment is to enable the Corporation to
exercise the Repurchase Right without requiring additional signatures on the
part of Optionee.



<PAGE>


                                      EXHIBIT II

                         FEDERAL INCOME TAX CONSEQUENCES AND
                              SECTION 83(b) TAX ELECTION

     I.   FEDERAL INCOME TAX CONSEQUENCES AND SECTION 83(b) ELECTION FOR
EXERCISE OF NON-STATUTORY OPTION.  If the Purchased Shares are acquired pursuant
to the exercise of a Non-Statutory Option, as specified in the Grant Notice,
then under Code Section 83, the excess of the Fair Market Value of the Purchased
Shares on the date any forfeiture restrictions applicable to such shares lapse
over the Exercise Price paid for such shares will be reportable as ordinary
income on the lapse date.  For this purpose, the term "forfeiture restrictions"
includes the right of the Corporation to repurchase the Purchased Shares
pursuant to the Repurchase Right.  However, Optionee may elect under Code
Section 83(b) to be taxed at the time the Purchased Shares are acquired, rather
than when and as such Purchased Shares cease to be subject to such forfeiture
restrictions.  Such election must be filed with the Internal Revenue Service
within thirty (30) days after the date of the Agreement.  Even if the Fair
Market Value of the Purchased Shares on the date of the Agreement equals the
Exercise Price paid (and thus no tax is payable), the election must be made to
avoid adverse tax consequences in the future.  The form for making this election
is attached as part of this exhibit.  FAILURE TO MAKE THIS FILING WITHIN THE
APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY
INCOME BY OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE.

     II.  FEDERAL INCOME TAX CONSEQUENCES AND CONDITIONAL SECTION 83(b) ELECTION
FOR EXERCISE OF INCENTIVE OPTION.  If the Purchased Shares are acquired pursuant
to the exercise of an Incentive Option, as specified in the Grant Notice, then
the following tax principles shall be applicable to the Purchased Shares:

            (i)     For regular tax purposes, no taxable income will be
     recognized at the time the Option is exercised.

           (ii)     The excess of (a) the Fair Market Value of the Purchased
     Shares on the date the Option is exercised or (if later) on the date any
     forfeiture restrictions applicable to the Purchased Shares lapse over (b)
     the Exercise Price paid for the Purchased Shares will be includible in
     Optionee's taxable income for alternative minimum tax purposes.

          (iii)     If Optionee makes a disqualifying disposition of the
     Purchased Shares, then Optionee will recognize ordinary income in the year
     of such disposition equal in amount to the excess of (a) the Fair Market
     Value of the Purchased Shares on the date the Option is exercised or (if
     later) on the date any forfeiture restrictions applicable to the Purchased
     Shares lapse over (b) the Exercise Price paid for the Purchased Shares.
     Any additional gain recognized upon the disqualifying disposition will be
     either short-term or long-term capital gain depending upon the period for
     which the Purchased Shares are held prior to the


                                        II-1.
<PAGE>

     disposition.

           (iv)     For purposes of the foregoing, the term "forfeiture
     restrictions" will include the right of the Corporation to repurchase the
     Purchased Shares pursuant to the Repurchase Right.  The term "disqualifying
     disposition" means any sale or other disposition of the Purchased Shares
     within two (2) years after the Grant Date or within one (1) year after the
     exercise date of the Option.

            (v)     In the absence of final Treasury Regulations relating to
     Incentive Options, it is not certain whether Optionee may, in connection
     with the exercise of the Option for any Purchased Shares at the time
     subject to forfeiture restrictions, file a protective election under Code
     Section 83(b) which would limit (a) Optionee's alternative minimum taxable
     income upon exercise and (b) Optionee's ordinary income upon a
     disqualifying disposition to the excess of the Fair Market Value of the
     Purchased Shares on the date the Option is exercised over the Exercise
     Price paid for the Purchased Shares. Accordingly, such election if properly
     filed will only be allowed to the extent the final Treasury Regulations
     permit such a protective election.  Page 2 of the attached form for making
     the election should be filed with any election made in connection with the
     exercise of an Incentive Option.








- ------------------------
(1) Generally, a disposition of shares purchased under an Incentive Option
includes any transfer of legal title, including a transfer by sale, exchange or
gift, but does not include a transfer to the Optionee's spouse, a transfer into
joint ownership with right of survivorship if Optionee remains one of the joint
owners, a pledge, a transfer by bequest or inheritance or certain tax free
exchanges permitted under the Code.


                                        II-2.
<PAGE>


                               SECTION 83(b) ELECTION

          This statement is being made under Section 83(b) of the Internal
Revenue Code, pursuant to Treas. Reg. Section 1.83-2.

(1)  The taxpayer who performed the services is:

     Name:
     Address:
     Taxpayer Ident. No.:

(2)  The property with respect to which the election is being made is
      shares of the common stock of ViaVideo Communications, Inc..

(3)  The property was issued on              , 199  .

(4)  The taxable year in which the election is being made is the calendar year
     199  .

(5)  The property is subject to a repurchase right pursuant to which the issuer
     has the right to acquire the property at the original purchase price if for
     any reason taxpayer's employment with the issuer is terminated.  The
     issuer's repurchase right lapses in a series of annual and monthly
     installments over a ________-year period ending on             , 199  .

(6)  The fair market value at the time of transfer (determined without regard to
     any restriction other than a restriction which by its terms will never
     lapse) is $             per share.

(7)  The amount paid for such property is $             per share.

(8)  A copy of this statement was furnished to ViaVideo Communications, Inc. for
     whom taxpayer rendered the services underlying the transfer of property.

(9)  This statement is executed on                        , 199__.



- -----------------------------------        ------------------------------------
Spouse (if any)                    Taxpayer

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE CENTER WITH WHICH
TAXPAYER FILES HIS OR HER FEDERAL INCOME TAX RETURNS AND MUST BE MADE WITHIN
THIRTY (30) DAYS AFTER THE EXECUTION DATE OF THE STOCK PURCHASE AGREEMENT.  THIS
FILING SHOULD BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED.
OPTIONEE MUST RETAIN TWO (2) COPIES OF THE COMPLETED FORM FOR FILING WITH HIS OR
HER FEDERAL AND STATE TAX RETURNS FOR THE CURRENT TAX YEAR AND AN ADDITIONAL
COPY FOR HIS OR HER RECORDS.



<PAGE>


The property described in the above Section 83(b) election is comprised of
shares of common stock acquired pursuant to the exercise of an incentive stock
option under Section 422 of the Internal Revenue Code (the "Code").
Accordingly, it is the intent of the Taxpayer to utilize this election to
achieve the following tax results:

          1.   The purpose of this election is to have the alternative minimum
taxable income attributable to the purchased shares measured by the amount by
which the fair market value of such shares at the time of their transfer to the
Taxpayer exceeds the purchase price paid for the shares.  In the absence of this
election, such alternative minimum taxable income would be measured by the
spread between the fair market value of the purchased shares and the purchase
price which exists on the various lapse dates in effect for the forfeiture
restrictions applicable to such shares.  The election is to be effective to the
full extent permitted under the Code.

          2.   Section 421(a)(1) of the Code expressly excludes from income any
excess of the fair market value of the purchased shares over the amount paid for
such shares.  Accordingly, this election is also intended to be effective in the
event there is a "disqualifying disposition" of the shares, within the meaning
of Section 421(b) of the Code, which would otherwise render the provisions of
Section 83(a) of the Code applicable at that time.  Consequently, the Taxpayer
hereby elects to have the amount of disqualifying disposition income measured by
the excess of the fair market value of the purchased shares on the date of
transfer to the Taxpayer over the amount paid for such shares.  Since Section
421(a) presently applies to the shares which are the subject of this Section
83(b) election, no taxable income is actually recognized for regular tax
purposes at this time, and no income taxes are payable, by the Taxpayer as a
result of this election.


THIS PAGE 2 IS TO BE ATTACHED TO ANY SECTION 83(b) ELECTION FILED IN CONNECTION
WITH THE EXERCISE OF AN INCENTIVE STOCK OPTION UNDER THE FEDERAL TAX LAWS.


                                          2.
<PAGE>


                                       APPENDIX


          The following definitions shall be in effect under the Agreement:

     A.   AGREEMENT shall mean this Stock Purchase Agreement.

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

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

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

     E.   CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions:

       (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

      (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.

     F.   CORPORATION shall mean ViaVideo Communications, Inc., a Delaware
corporation.

     G.   DISPOSITION NOTICE shall have the meaning assigned to such term in
Paragraph E.2.

     H.   EXERCISE NOTICE shall have the meaning assigned to such term in
Paragraph E.3.

     I.   EXERCISE PRICE shall have the meaning assigned to such term in
Paragraph A.1.

     J.   FAIR MARKET VALUE of a share of Common Stock on any relevant date,
prior to the initial public offering of the Common Stock, shall be determined by
the Plan Administrator after taking into account such factors as it shall deem
appropriate.

     K.   FIRST REFUSAL RIGHT shall mean the right granted to the Corporation in
accordance with Article E.

     L.   GRANT DATE shall have the meaning assigned to such term in Paragraph
A.1.

     M.   GRANT NOTICE shall mean the Notice of Grant of Stock Option pursuant
to which Optionee has been informed of the basic terms of the Option.


                                         A-1.
<PAGE>

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

     O.   INVOLUNTARY TERMINATION shall mean the termination of Optionee's
Service which occurs by reason of:

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

      (ii)      Optionee's voluntary resignation following (A) a change in
     Optionee's position with the Corporation which materially reduces
     Optionee's level of responsibility, (B) a reduction in Optionee's 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 Optionee'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 Optionee's consent.

     P.   MARKET STAND-OFF shall mean the market stand-off restriction specified
in Paragraph C.3.

     Q.   MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee 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 Optionee or any other
person in the Service of the Corporation (or any Parent or Subsidiary).

     R.   1933 ACT shall mean the Securities Act of 1933, as amended.

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

     T.   OPTION shall have the meaning assigned to such term in Paragraph A.1.

     U.   OPTION AGREEMENT shall mean all agreements and other documents
evidencing the Option.

     V.   OPTIONEE shall mean the person to whom the Option is granted under the
Plan.

     W.   OWNER shall mean Optionee and all subsequent holders of the Purchased
Shares who derive their chain of ownership through a Permitted Transfer from
Optionee.


                                         A-2.
<PAGE>

     X.   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.

     Y.   PERMITTED TRANSFER shall mean (i) a gratuitous transfer of the
Purchased Shares, provided and only if Optionee obtains the Corporation's prior
written consent to such transfer, (ii) a transfer of title to the Purchased
Shares effected pursuant to Optionee's will or the laws of intestate succession
following Optionee's death or (iii) a transfer to the Corporation in pledge as
security for any purchase-money indebtedness incurred by Optionee in connection
with the acquisition of the Purchased Shares.

     Z.   PLAN shall mean the Corporation's 1996 Stock Option/Stock Issuance
Plan.

     AA.  PLAN ADMINISTRATOR shall mean either the Board or a committee of Board
members, to the extent the committee is at the time responsible for
administration of the Plan.

     BB.  PRIOR PURCHASE AGREEMENT shall have the meaning assigned to such term
in Paragraph D.4.

     CC.  PURCHASED SHARES shall have the meaning assigned to such term in
Paragraph A.1.

     DD.  RECAPITALIZATION shall mean any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the Corporation's outstanding Common Stock as a class without the
Corporation's receipt of consideration.

     EE.  REORGANIZATION shall mean any of the following transactions:

       (i)     a merger or consolidation in which the Corporation is not the
     surviving entity,

      (ii)     a sale, transfer or other disposition of all or substantially all
     of the Corporation's assets,

     (iii)     a reverse merger in which the Corporation is the surviving entity
     but in which the Corporation's outstanding voting securities are
     transferred in whole or in part to a person or persons different from the
     persons holding those securities immediately prior to the merger, or

      (iv)     any transaction effected primarily to change the state in which
     the Corporation is incorporated or to create a holding company structure.


                                         A-3.
<PAGE>

     FF.  REPURCHASE RIGHT shall mean the right granted to the Corporation in
accordance with Article D.

     GG.  SEC shall mean the Securities and Exchange Commission.

     HH.  SERVICE shall mean Optionee's provision of services to the Corporation
(or any Parent or Subsidiary) in the capacity of an employee, 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, a non-employee member of the board of
directors or a consultant or independent advisor.

     II.  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.

     JJ.  TARGET SHARES shall have the meaning assigned to such term in
Paragraph E.2.

     KK.  VESTING SCHEDULE shall mean the vesting schedule specified in the
Grant Notice, subject to the acceleration provisions upon an Involuntary
Termination following a Corporate Transaction.

     LL.  UNVESTED SHARES shall have the meaning assigned to such term in
Paragraph  D.1.


                                         A-4.


<PAGE>



                                                                     EXHIBIT 5.1



                                   January 30, 1998


Polycom, Inc
2584 Junction Avenue
San Jose, California 95134


     RE:  REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the "REGISTRATION
STATEMENT") to be filed by Polycom, Inc., a Delaware corporation (the
"REGISTRANT" or "YOU"), with the Securities and Exchange Commission on or about
the date hereof, in connection with the registration under the Securities Act of
1933, as amended, of an aggregate of 1,123,275 shares of your Common Stock,
$.0005 par value (the "SHARES"), reserved for issuance pursuant to the ViaVideo
1996 Stock Option/Stock Issuance Plan (the "PLAN").  As your legal counsel, we
have reviewed the actions proposed to be taken by you in connection with the
proposed sale and issuance of the Shares by the Registrant under the Plan.  We
assume that the consideration received by you in connection with each issuance
of Shares will include an amount in the form of cash, services rendered or
property that exceeds the greater of (i) the aggregate par value of such Shares
or (ii) the portion of such consideration determined by the Company's Board of
Directors to be "capital" for purposes of the Delaware General Corporation Law. 

     It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plan, and upon
completion of the actions being taken in order to permit such transactions to be
carried out in accordance with the securities laws of the various states where
required, the Shares will be legally and validly issued, fully paid and
nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.

                              Very truly yours,

                              WILSON SONSINI GOODRICH & ROSATI
                              Professional Corporation


                              /s/ Wilson Sonsini Goodrich & Rosati


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                                                                    EXHIBIT 23.1



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



We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Polycom, Inc. to be filed with the Securities and Exchange
Commission on or about January 30, 1998 pertaining to the ViaVideo
Communications, Inc. 1996 Stock Option/Stock Issuance Plan of our report dated
January 24, 1997, with respect to the consolidated financial statements of
Polycom, Inc. incorporated by reference in its Annual Report on Form 10-K for
the year ended December 31, 1996 filed with the Securities and Exchange
Commission.

We also consent to the incorporation by reference therein of our report dated
January 24, 1997 with respect to the financial statement schedule of Polycom,
Inc. for the year ended December 31, 1996 included in the Annual Report on
Form 10-K for the year ended December 31, 1996 filed with the Securities and
Exchange Commission.



                                             /s/ COOPERS & LYBRAND L.L.P.


San Jose, California
January 30, 1998



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