Common use of Compensation Other Than Severance Payments Clause in Contracts

Compensation Other Than Severance Payments. 5.01 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. 5.02 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.03 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance

Compensation Other Than Severance Payments. 5.01 5.1 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company PictureTel UK Limited during such period, until the Executive's employment is terminated by the Company for Disability. 5.02 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by PictureTel UK Limited prior to the Company during such periodDate of Termination. 5.03 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordanceaccordance with, PictureTel UK Limited's retirement, insurance and other compensation or benefit plans, programs and arrangements; provided however, that the Severance Payments under Section 6.0 of this Agreement shall be the only severance paid following a Change in Control during the term of this Agreement.

Compensation Other Than Severance Payments. 5.01 5.1 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by Executive becomes eligible for benefits at least equal to those to which the Executive would have been entitled under 4 the long-term disability insurance plan of the Company for Disabilityin effect immediately prior to the Change in Control. 5.02 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.03 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay or make available to the Executive's normal post-termination Executive any rights, compensation and benefits which are vested in the Executive or which the Executive has or is otherwise entitled to receive under any plan or program of the Company (including without limitation any retirement plan or any welfare plan providing post-retirement benefits) to the Executive as such payments rights, compensation or benefits become due. Such post-termination rights, compensation and benefits shall be determined under, and paid or made available in accordanceaccordance with, the Company's applicable retirement, insurance and other compensation or benefit plans, programs and arrangements.

Compensation Other Than Severance Payments. 5.01 5.1 Following a Change in Control and during the term of this Agreement, during any period that if the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such the relevant period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit benefits plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. 5.02 5.2 If the Executive's employment shall be is terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to which the Executive through is entitled in respect of all periods preceding the Date of Termination under the terms of any the Company's compensation and benefits plans, programs or benefit plan, program or arrangement maintained by the Company during such periodarrangements. 5.03 5.3 If the Executive's employment shall be is terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordanceaccordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements.

Compensation Other Than Severance Payments. 5.01 5.1 Following a Change in Control or a Major Transaction and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay provide the Executive with disability benefits equivalent to those under the Company's disability insurance plan (without regard to any amendment to such plan made subsequent to the Change in Control or Major Transaction which amendment adversely affects the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, rights thereunder) until the Executive's employment is terminated by the Company Employer for Disability. 5.02 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control or a Major Transaction and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period; except to the extent that the Executive is receiving payments with respect to such period, or a portion thereof, in accordance with Section 5.1. 5.03 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control or a Major Transaction and during the term of this Agreement, the Company shall pay to the Executive's Executive the normal post-post- termination compensation and benefits to due the Executive as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordanceaccordance with, the Company's applicable retirement, insurance and other compensation or benefit plans, programs and arrangements.

Compensation Other Than Severance Payments. 5.01 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. 5.02 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.03 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive as such payments become due; provided that, in no event shall any severance pay which might be payable to the Executive pursuant to the Company's Standard Practice Manual or Special Severance Plan be paid if the Executive is entitled to the Severance Payments as a result of such termination. Such post-post- termination compensation and benefits shall be determined under, and paid in accordanceaccordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements.

Compensation Other Than Severance Payments. 5.01 5.1. Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full base salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability; provided, however, that such base salary payments shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such base salary payment under disability benefit plans of the Company or under the Social Security disability insurance program, which amounts were not previously applied to reduce any such base salary payments. 5.02 5.2. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full base salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.03 5.3. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive as such payments become due. Such Subject to Section 6.1 hereof, such post-termination compensation and benefits shall be determined under, and paid in accordanceaccordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements (other than this Agreement).

Compensation Other Than Severance Payments. 5.01 5.1 Following a Change in Control and during the term of this Agreement, during any period that if the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such the relevant period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit benefits plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. 5.02 5.2 If the Executive's employment shall be is terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to which the Executive through is entitled in respect of all periods preceding the Date of Termination under the terms of any the Company's compensation and benefits plans, programs or benefit plan, program or arrangement maintained by the Company during such periodarrangements. 5.03 5.3 If the Executive's employment shall be is terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits benefits, if any, to the Executive as such payments become due. Such post-post- termination compensation and benefits shall be determined under, and paid in accordanceaccordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements.

Compensation Other Than Severance Payments. 5.01 5.1 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any written employment agreement with Executive or, if there is no such agreement under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, unless and until the Executive's employment is terminated by the Company for Disability. 5.02 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at under the rate in effect at the time the Notice terms of Termination any written employment agreement with Executive or, if there is given, together with all compensation and benefits payable to the Executive through the Date of Termination no such agreement under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such periodprior to the Date of Termination. 5.03 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits to the Executive as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordanceaccordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4 If there is any conflict between the express terms of this Agreement and the express terms of any written employment agreement between the Company and the Executive, the terms of such employment agreement shall control.

Compensation Other Than Severance Payments. 5.01 5.1. Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. 5.02 5.2. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits (other than severance and comparable benefits and payments) payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period. 5.03 5.3. In the event of a Change in Control, all options to purchase securities of the Company held by the Executive shall immediately vest on such date and shall become immediately and fully exercisable. 5.4. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company will provide the Executive with an executive outplacement counseling program through an outplacement services firm designated by the Company for a period of one year following the date of termination of employment at no fee to the Executive. 5.5. If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-termination compensation and benefits (other than severance and comparable benefits and payments) to the Executive as when such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordanceaccordance with, the Company's retirement, insurance and other similar programs and arrangements (other than severance and comparable programs and arrangements).

Compensation Other Than Severance Payments. 5.01 5.1 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive's employment is terminated by the Company for Disability. 5.02 5.2 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such periodprior to the Date of Termination. 5.03 5.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's normal post-post- termination compensation and benefits to the Executive as such payments become due. Such post-post- termination compensation and benefits shall be determined under, and paid in accordanceaccordance with, the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements. 5.4 If there is any conflict between the express terms of this Agreement and the express terms of any written Employment Agreement between the Company and the Executive, the terms of such Employment Agreement shall control.