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Exhibit 4.2.1
VOTES OF THE BOARD OF DIRECTORS
AMENDMENTS TO BYLAWS/OPTION PLANS MADE IN CONJUNCTION WITH STOCK PURCHASE
AND INVESTOR RIGHTS AGREEMENT OF 7/13/00, AS AMENDED 7/24/2000
VOTED: That the PictureTel Corporation Bylaws be, and are hereby amended
to add a new Section 13 (Options) which shall read in its entirety
as follows: "13. OPTION PRICING." (i) The exercise price of any
option grants made under the Company's Stock Option Plans or
pursuant to other arrangements or agreements, shall be equal
to, or in excess of, the fair market value of the Company's
Common Stock on the date of such grant; and (ii) the Company
shall not, without the approval of the holders of a majority
of the Common Stock, decrease the exercise price of any stock
option grants made under such Plans or any other arrangements
or agreements, PROVIDED THAT such restriction shall not apply
to the issuance of new options at a lower strike price upon
the cancellation of existing options; and (iii)
notwithstanding any other provisions of these Bylaws, the
provisions of this Section 13 shall not be amended, modified,
revoked, repealed or rescinded without the approval of the
holders of a majority of the Common Stock."
