Avid Technology, Inc. Nonstatutory Stock Option Grant Terms and Conditions for NSO Shares

This notice (the “Notice”) evidences the grant by Avid Technology, Inc. (the “Company”) on _____ (the “Grant Date”) to you (the “Optionee”) of a time-based stock option to purchase ____ shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”) pursuant to the Company’s Amended and Restated 2005 Stock Incentive Plan (as amended from time to time, the “Plan”) at an exercise price of _____ per share (the “Shares”). This stock option consists of a nonstatutory stock option (the “NSO Shares”). For more information regarding the NSO shares, see the Terms and Conditions attached hereto. The Notice, the attached Terms and Conditions of the NSO Shares, and the Plan, together constitute the complete agreement between the Optionee and the Company regarding this stock option and the Shares.

The Shares will vest as follows: ______

By your acceptance of this grant and the Company’s signature below, you and the Company agree that this stock option is granted under and governed by the terms and conditions of the Plan, the attached Terms and Conditions of the NSO Shares and any applicable, superseding terms of your employment agreement with the Company.

AVID TECHNOLOGY, INC.

    

By: _____________________________________        Date: ____________________

1.Grant of Option. The Company has granted to the Optionee an option, subject to these Terms and Conditions, the attached Notice and the Plan, to purchase the number of NSO Shares identified in the Notice at the price per Share set forth in the Notice. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Notice.

It is intended that the option evidenced hereby shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Optionee,” as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) and 424(f) of the Code.

3.Exercise of Option.

(a)Form of Exercise. Each election to exercise this option shall be in a manner as determined by the Company from time to time and shall be accompanied by payment in full in accordance with Section 4. The Optionee may purchase less than the number of NSO Shares covered hereby, provided that no partial exercise of this option may be for any fractional NSO Share or for fewer than ten whole NSO Shares.

(b)Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Optionee, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company (an “Eligible Optionee”).

(c)Termination of Relationship with the Company.

(i) Generally. If the Optionee ceases to be an Eligible Optionee for any reason, then, except as provided in Sections 3(c)(iii) and (c)(iv), the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Optionee was entitled to exercise this option on the date of such cessation taking into account any applicable acceleration provisions.

(ii) Terms of Employment Agreement. Notwithstanding anything to the contrary in these Terms and Conditions, the Notice or the Plan, if the Optionee’s employment with the Company is terminated, then this option shall be subject to any applicable, superseding vesting and exercise terms as set forth in the Optionee’s then-effective employment agreement, offer letter or other similar agreement with the Company, if any.

(iii) Exercise Period Upon Death, Disability or Retirement. If the Optionee dies, becomes disabled (within the meaning of Section 22(e)(3) of the Code) or retires prior to the Final Exercise Date

while he or she is an Eligible Optionee and the Company has not terminated such relationship for “Cause” as defined in Section 3(iv), this option shall be exercisable, within the period of one year following the date of death, disability or retirement of the Optionee, by the Optionee (or, in the case of death, by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Optionee on the date of his or her death, disability or retirement taking into account any applicable acceleration, and further provided that this option shall not be exercisable after the Final Exercise Date.

(iv) Discharge for Cause. If the Optionee, prior to the Final Exercise Date, is discharged by the Company for “Cause” (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge.

(v) Definitions. For purposes of this Section 3; “retirement” shall mean the cessation of employment with the Company for any reason other than “Cause” by an Optionee who is at least 60 years of age and who has been employed continuously by the Company for the seven years immediately preceding the date of cessation of employment; and “Cause” shall mean willful misconduct by the Optionee or willful failure by the Optionee to perform his or her responsibilities to the Company (including, without limitation, breach by the Optionee of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Optionee and the Company), as determined by the Company, which determination shall be conclusive. Notwithstanding the foregoing, if the Optionee is party to an employment agreement, offer letter or other similar agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. The Optionee shall be considered to have been discharged for “Cause” if the Company determines, within 30 days after the Optionee’s resignation, that discharge for Cause was warranted.

(d)    Effect of Breach of Covenants. Notwithstanding anything to the contrary in Section 3(c), if the Optionee, prior to the Final Exercise Date, breaches (as determined by the Company in its sole discretion) the non-competition, non-solicitation or confidentiality provisions of any employment or nondisclosure agreement or other similar agreement between the Optionee and the Company, the right to exercise this option shall terminate immediately upon such violation.

4.Payment of Purchase Price. Common Stock purchased upon the exercise of this option shall be paid for as follows:

(a)in cash or by check, payable to the order of the Company;

(b)with the prior consent of the Company (which may be withheld in its sole discretion), by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Optionee to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

(c)if the Common Stock is registered under the Securities Exchange Act of 1934, by delivery of shares of Common Stock owned by the Optionee valued at their Fair Market Value (as defined in Section 5(h)(3) of the Plan), provided (i) such method of payment is then permitted under applicable law, (ii) such shares, if acquired directly from the Company, were owned by the Optionee for such minimum period of time, if any, as may be established by the Board in its discretion, and (iii) such shares are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;

(d)to the extent permitted by applicable law and by the Board, by payment of such other lawful consideration as the Board may determine; or

(e)by any combination of the above permitted forms of payment.

5.Tax Matters. No NSO Shares will be issued pursuant to the exercise of this option unless and until the Optionee pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. In the Board’s discretion, and subject to such conditions as the Board may establish, such tax obligations may be paid in whole or in part in shares of Common Stock, including NSO Shares retained from the option creating the tax obligation, valued at their Fair Market Value. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Optionee.

6.Nontransferability of Option. This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Optionee, either voluntarily or by operation of law, except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and, during the lifetime of the Optionee, this option shall be exercisable only by the Optionee.

7.Miscellaneous.

(a)Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware without regard to any choice or conflict of law provision.

(b)Severability. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof, and each such other provision shall be severable and enforceable to the extent permitted by law.

 

(c)Binding Effect. These Terms and Conditions shall be binding upon and inure to the benefit of the Company and the Optionee and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 6.

(d)Entire Agreement. These Terms and Conditions, the Notice, the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter hereof.

(e)Amendment. These Terms and Conditions may only be amended or modified in accordance with the Plan.