Letter Agreement Regarding Restructuring of Sonics, Inc. Board of Directors for IPO – Sonics, Inc. and Drew Wingard

Summary

Sonics, Inc. and Drew Wingard agree to restructure the company's Board of Directors in preparation for an initial public offering (IPO). Drew Wingard will resign from the Board either 60 days after the IPO closes or when the Board accepts his resignation, whichever is later. He also agrees to vote his shares to reduce the Board's size and adjust the number of directors as needed for the IPO. This agreement ensures the Board will have a majority of independent directors, aligning with public company standards.

EX-10.25 32 f32752orexv10w25.htm EXHIBIT 10.25 exv10w25

Exhibit 10.25

[SONICS LETTERHEAD]

August 23, 2007

Drew Wingard
C/O Sonics, Inc.
1098 Alta Avenue, Suite 101
Mountain View, CA 94043


		Re:		Restructuring of Sonics, Inc. Board of Directors

Dear Drew:

This is by way of follow-up to our recent discussion regarding the restructuring of Sonics’ Board of Directors necessitated by our proposed initial public offering. I very much appreciate your understanding and support of Sonics’ interests in this regard.

As we discussed, in light of the IPO, the Board needs to be restructured to be an appropriate public company board of directors. In addition, I personally want to add members to whom I and others in management can look for advice regarding our new (and extensive) legal and business obligations.

Our goal is to end up with a five-person Board with the following composition:

(i) the CEO; and

(ii) four independent directors, so that a majority of the board is not part of either management or the current investor group.

Toward this end, I want to confirm your agreement to the following:

1. Prior to the initial filing of a registration statement on Form S-1 with the Securities and Exchange Commission with respect to our IPO, Drew Wingard (“Dr. Wingard”) shall resign from the Board effective at the latest to occur of (a) 60 days following the closing of our IPO, or (b) the date where a majority of Sonics’ Board votes to accept such resignation.

2. Dr. Wingard further agrees to vote his shares (at any regular or special stockholders’ meeting or by giving written consent) to reduce the size of the Sonics Board and the number of directors to be elected by the holders of Sonics’ common stock as set forth in the Certificate of Incorporation and/or Bylaws, as determined by the Sonics Board to be appropriate in light of the IPO.

As we discussed, the driving force behind these changes is the impending IPO.

Please countersign a copy of this letter and return it to me to confirm your agreement to the points. We will then have our counsel prepare the formal amendment to the Voting Agreement and related documents.

Once again, I want to personally thank you for your support on this issue.


	Very truly yours,
	/s/ Grant A. Pierce

	Grant A. Pierce President & CEO

Agreed to:



By:	/s/ Drew Wingard
	Drew Wingard


Address:		c/o Sonics Inc.
		1098 Alta Avenue, Suite 101
		Mountain View, CA 94043
Facsimile:		(650) 938-2500