Common use of Option Grant Clause in Contracts

Option Grant. On the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Hundred Forty Five Thousand (245,000) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the stock on the Effective Date. a) Thirty Five Thousand (35,000) shares of the Stock Option will vest on a time-based schedule in equal 6.25% increments every three months ending on the fourth anniversary of the Effective Date, as long as Executive is employed by the Company on each such vesting date. b) One Hundred Thousand (100,000) shares of the Stock Option will vest on a performance-based schedule, as follows: (1) Fifty Thousand (50,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.84, as adjusted for stock splits and stock dividends; and (2) An additional Fifty Thousand (50,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.26, as adjusted for stock splits and stock dividends. c) One Hundred Ten Thousand (110,000) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following table, based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 2008. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof for each calendar year no later then the 1st day of March following the end of such calendar year. The determination of ▇▇▇ shall be derived upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at the end of the seventh calendar year (2014) shall be forfeited.

Option Grant. On Effective as of January 28, 2008 (the Effective “Grant Date”), pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Hundred Forty Five Sixty Thousand (245,000260,000) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the stock on the Effective Grant Date. a) Thirty Five Fifty Thousand (35,00050,000) shares of the Stock Option will vest on a time-based schedule in equal 6.25% increments every three months ending on the fourth anniversary of the Effective Grant Date, as long as Executive is employed by the Company on each such vesting date. b) One Hundred Thousand (100,000) shares of the Stock Option will vest on a performance-based schedule, as follows: (1) Fifty Thousand (50,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Grant Date during which the common stock of the Company, as quoted on Nasdaq (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.84, as adjusted for stock splits and stock dividends; and (2) An additional Fifty Thousand (50,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Grant Date during which the common stock of the Company, as quoted on Nasdaq (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.26, as adjusted for stock splits and stock dividends. c) One Hundred Ten Thousand (110,000) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following table, based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 2008. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof for each calendar year no later then the 1st day of March following the end of such calendar year. The determination of ▇▇▇ shall be derived upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at the end of the seventh calendar year (2014) shall be forfeited.

Option Grant. On Effective as of the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Seven Hundred Forty Twenty-Five Thousand (245,000725,000) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the stock on the Effective DateDate (the “Start Price”). a) Thirty Five One Hundred Thousand (35,000100,000) shares of the Stock Option will vest on a time-based schedule in equal 6.25% increments every three months ending months, with the first vesting date on March 19, 2008 and the fourth anniversary of the Effective Datelast vesting date on December 19, 2011, as long as Executive is employed by the Company on each such vesting date. b) One Three Hundred Thousand (100,000300,000) shares of the Stock Option will vest on a performance-based schedule, as follows: (1) One Hundred Fifty Thousand (50,000150,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.84twice the Start Price, as adjusted for stock splits and stock dividends; and (2) An additional One Hundred Fifty Thousand (50,000150,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.26three times the Start Price, as adjusted for stock splits and stock dividends. c) One Three Hundred Ten Twenty-Five Thousand (110,000325,000) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following table, based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 2008. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board (excluding Executive if he is a member of the Board) shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof for each calendar year no later then the 1st day of March following the end of such calendar year. The determination of ▇▇▇ shall be derived upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at the end of the seventh calendar year (2014) shall be forfeited.

Option Grant. On the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Hundred Forty Forty-Five Thousand (245,00045,000) shares of Avid Technology, Inc. common stock (the “"Stock Option”"). The exercise price will be the closing price of the stock on the Effective Date. a(i) Thirty Five Ten Thousand (35,00010,000) shares of the Stock Option will vest on a time-based schedule schedule, twelve and one-half percent (12.5%) of which will vest on the first six-month anniversary of the Effective Date and the remaining eighty-seven and one-half percent (87.5%) will vest monthly thereafter in forty-two (42) equal 6.25% increments every three months ending on the fourth anniversary of the Effective Date, as long as Executive is employed by the Company on each such vesting date. b(ii) One Hundred Twenty Thousand (100,00020,000) shares of the Stock Option will vest on a performance-based schedule, as follows, as long as Executive is employed by the Company on each such vesting date: (1a) Fifty Ten Thousand (50,00010,000) shares of the Stock Option will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.84, as adjusted for stock splits and stock dividends; and (2b) An additional Fifty Ten Thousand (50,00010,000) shares of the Stock Option will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.26, as adjusted for stock splits and stock dividends. c(iii) One Hundred Ten Fifteen Thousand (110,00015,000) shares of the Stock Option (the “"▇▇▇ Option Shares”") will vest in accordance with the following tabletable (as long as Executive is employed by the Company on each such vesting date), based upon improvement in the Company’s 's Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 2008. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“"Baseline”"). The Board shall make the final determination of ▇▇▇ and the Percentage Point Improvement in Calendar Year Compared to Baseline Percentage ofROE OptionShares to Vest ▇▇▇ percentage point improvement for purposes hereof determinations for each calendar year no later then period will be made by the 1st day Board of March Directors, or a duly authorized committee thereof, promptly following the end of such calendar year. The determination of ▇▇▇ shall date the Company files its annual report on Form 10-K with the Securities and Exchange Commission for that period and will be derived based upon the Company’s 's audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at as of the end date that the Board makes the final determination of ▇▇▇ for the seventh calendar year (2014) shall be forfeited. "Return on Equity" or "▇▇▇" shall be determined using the Company's non-GAAP net income as published in an earnings release, adding the provision for income taxes and subtracting the non-GAAP related tax adjustments for the applicable period and dividing by the average common stockholder equity during the same period. Notwithstanding the foregoing, the ▇▇▇ Option Shares will vest in full at the end of the first twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $101.68, as adjusted for stock splits and stock dividends.

Option Grant. On the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Hundred Forty Five Thousand two hundred thousand (245,000200,000) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the stock on the Effective Date. a(i) Thirty Five Fifty Thousand (35,00050,000) shares of the Stock Option will vest on a time-based schedule schedule, twenty-five percent (25%) of which will vest on the first twelve-month anniversary of the Effective Date and the remaining seventy-five percent (75%) will vest in equal 6.25% increments every three (3) months thereafter ending on the fourth anniversary of the Effective Date, as long as Executive is employed by the Company on each such vesting date. b(ii) One Hundred Fifty Thousand (100,000150,000) shares of the Stock Option will vest on a performance-based schedule, as follows, as long as Executive is employed by the Company on each such vesting date: (1a) Fifty Thousand (50,000) shares of the Stock Option will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.8435.00, as adjusted for stock splits and stock dividends; and; (2b) An additional Fifty Thousand (50,000) shares of the Stock Option will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.2650.00, as adjusted for stock splits and stock dividends.; and (c) One Hundred Ten Fifty Thousand (110,00050,000) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following tabletable (as long as Executive is employed by the Company on each such vesting date), based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 20082009. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof determinations for each calendar year no later then period will be made by the 1st day Board of March Directors, or a duly authorized committee thereof, promptly following the end of such calendar year. The determination of ▇▇▇ shall date the Company files its annual report on Form 10-K with the Securities and Exchange Commission for that period and will be derived based upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at as of the end date that the Board makes the final determination of ▇▇▇ for the seventh calendar year (20142015) shall be forfeited.

Option Grant. On the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Hundred Forty Five Thousand seventy-five thousand (245,00075,000) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the common stock on the Effective Date. a(i) Thirty Twenty-Seven Thousand Five Thousand Hundred (35,00027,500) shares of the Stock Option will vest on a time-based schedule schedule, twenty-five percent (25%) of such shares will vest on the first anniversary of the Effective Date and the remaining seventy-five percent (75%) of such shares will vest in thirty-six (36) equal 6.25% increments every three months monthly installments thereafter ending on the fourth anniversary of the Effective Date, as long as Executive is employed by the Company on each such vesting date. b(ii) One Forty-Seven Thousand Five Hundred Thousand (100,00047,500) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest on a performance-based schedule, tied to the Company’s achievement of annual Return on Equity (“▇▇▇”) (as follows: (1determined below) Fifty Thousand (50,000) targets as set forth in the following schedule, commencing with calendar year 2010, provided Executive is employed by the Company on each such vesting date: ▇▇▇ will be the percentage determined using the Company’s published non-GAAP pre-tax income for the applicable year divided by the average common stockholder equity during the same year. ▇▇▇ determinations for each year will be made by the Board or a duly authorized committee thereof, based upon the Company’s financial results for the applicable calendar year. Any shares that have not vested as of the Stock date the Board makes the final determination of ▇▇▇ for 2020 will be forfeited. Notwithstanding the above, 50% of the ▇▇▇ Option Shares will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.8435.00, as adjusted for stock splits and stock dividends; and (2) An additional Fifty Thousand (50,000) shares of , and the Stock remaining ▇▇▇ Option Shares will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.2650.00, as adjusted for stock splits and stock dividends. c) One Hundred Ten Thousand (110,000) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following table, based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 2008. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof for each calendar year no later then the 1st day of March following the end of such calendar year. The determination of ▇▇▇ shall be derived upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at the end of the seventh calendar year (2014) shall be forfeited.

Option Grant. On the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Hundred Forty Five Thousand two hundred thousand (245,000200,000) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the stock on the Effective Date. a(i) Thirty Five Fifty Thousand (35,00050,000) shares of the Stock Option will vest on a time-based schedule schedule, twenty-five percent (25%) of which will vest on the first twelve-month anniversary of the Effective Date and the remaining seventy-five percent (75%) will vest in equal 6.25% increments every three (3) months thereafter ending on the fourth anniversary of the Effective Date, as long as Executive is employed by the Company on each such vesting date. b(ii) One Hundred HundredFifty Thousand (100,000150,000) shares of the Stock Option will vest on a performance-based schedule, as follows, as long as Executive is employed by the Company on each such vesting date: (1a) Fifty Thousand (50,000) shares of the Stock Option will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.8435.00, as adjusted for stock splits and stock dividends; and (2b) An additional Fifty Thousand (50,000) shares of the Stock Option will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.2650.00, as adjusted for stock splits and stock dividends. (c) One Hundred Ten Fifty Thousand (110,00050,000) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following tabletable (as long as Executive is employed by the Company on each such vesting date), based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 20082009. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof determinations for each calendar year no later then period will be made by the 1st day Board of March Directors, or a duly authorized committee thereof, promptly following the end of such calendar year. The determination of ▇▇▇ shall date the Company files its annual report on Form 10-K with the Securities and Exchange Commission for that period and will be derived based upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at as of the end date that the Board makes the final determination of ▇▇▇ for the seventh calendar year (20142015) shall be forfeited.

Option Grant. On the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Hundred Forty Five Thirty Thousand (245,00030,000) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the stock on the Effective Date. a) Thirty Five Six Thousand (35,0006,000) shares of the Stock Option will vest on a time-based schedule in equal 6.25of 12.5% increments every three months ending on the fourth first six-month anniversary of the Effective Date, as long as Executive is employed by Date and then monthly thereafter for the Company on each such vesting datefollowing 42 months. b) One Hundred Twelve Thousand (100,00012,000) shares of the Stock Option will vest on a performance-based schedule, as follows: (1) Fifty Six Thousand (50,0006,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.84, as adjusted for stock splits and stock dividends; and (2) An additional Fifty Six Thousand (50,0006,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.26, as adjusted for stock splits and stock dividends. c) One Hundred Ten Twelve Thousand (110,00012,000) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following table, based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 2008. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof determinations for each calendar year no later then period will be made by the 1st day Board of March Directors, or a duly authorized committee thereof, promptly following the end of such calendar year. The determination of ▇▇▇ shall date that the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for that period and will be derived based upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at as of the end date that the Board makes the final determination of ▇▇▇ for the seventh calendar year (2014) shall be forfeited.

Option Grant. On the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Hundred Forty Forty-Five Thousand (245,00045,000) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the stock on the Effective Date. a(i) Thirty Five Ten Thousand (35,00010,000) shares of the Stock Option will vest on a time-based schedule schedule, twelve and one-half percent (12.5%) of which will vest on the first six-month anniversary of the Effective Date and the remaining eighty-seven and one- half percent (87.5%) will vest monthly thereafter in forty-two (42) equal 6.25% increments every three months ending on the fourth anniversary of the Effective Date, as long as Executive is employed by the Company on each such vesting date. b(ii) One Hundred Twenty Thousand (100,00020,000) shares of the Stock Option will vest on a performance-based schedule, as follows, as long as Executive is employed by the Company on each such vesting date: (1a) Fifty Ten Thousand (50,00010,000) shares of the Stock Option will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.84, as adjusted for stock splits and stock dividends; and (2b) An additional Fifty Ten Thousand (50,00010,000) shares of the Stock Option will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.26, as adjusted for stock splits and stock dividends. c(iii) One Hundred Ten Fifteen Thousand (110,00015,000) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following tabletable (as long as Executive is employed by the Company on each such vesting date), based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 2008. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof determinations for each calendar year no later then period will be made by the 1st day Board of March Directors, or a duly authorized committee thereof, promptly following the end of such calendar year. The determination of ▇▇▇ shall date the Company files its annual report on Form 10-K with the Securities and Exchange Commission for that period and will be derived based upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at as of the end date that the Board makes the final determination of ▇▇▇ for the seventh calendar year (2014) shall be forfeited.

Option Grant. On the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Hundred Forty Five Eighty Thousand (245,00080,000) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the stock on the Effective Date. a) Thirty Five Twenty Thousand (35,00020,000) shares of the Stock Option will vest on a time-based schedule in equal 6.25of 12.5% increments every three months ending on the fourth first six-month anniversary of the Effective Date, as long as Executive is employed by Date and then monthly thereafter for the Company on each such vesting datefollowing 42 months. b) One Hundred Thirty Thousand (100,00030,000) shares of the Stock Option will vest on a performance-based schedule, as follows: (1) Fifty Fifteen Thousand (50,00015,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.84, as adjusted for stock splits and stock dividends; and (2) An additional Fifty Fifteen Thousand (50,00015,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.26, as adjusted for stock splits and stock dividends. c) One Hundred Ten Thirty Thousand (110,00030,000) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following table, based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 2008. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof determinations for each calendar year no later then period will be made by the 1st day Board of March Directors, or a duly authorized committee thereof, promptly following the end of such calendar year. The determination of ▇▇▇ shall date that the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission for that period and will be derived based upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at as of the end date that the Board makes the final determination of ▇▇▇ for the seventh calendar year (2014) shall be forfeited.

Option Grant. On the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Two Hundred Forty Five Thousand __________________________ (245,000__________) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the stock on the Effective Date. a(i) Thirty Five Thousand (35,000_________) shares of the Stock Option will vest on a time-based schedule schedule, twelve and one-half percent (12.5%) of which will vest on the first six-month anniversary of the Effective Date and the remaining eighty-seven and one-half percent (87.5%) will vest monthly thereafter in forty-two (42) equal 6.25% increments every three months ending on the fourth anniversary of the Effective Date, as long as Executive is employed by the Company on each such vesting date. b(ii) One Hundred Thousand (100,000_________) shares of the Stock Option will vest on a performance-based schedule, as follows, as long as Executive is employed by the Company on each such vesting date: (1a) Fifty Thousand (50,000________) shares of the Stock Option will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.84, as adjusted for stock splits and stock dividends; and (2b) An additional Fifty Thousand _____________________________ (50,000_________) shares of the Stock Option will vest at the end of the first 20 twenty (20) consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.26, as adjusted for stock splits and stock dividends. c(iii) One Hundred Ten Thousand (110,000__________) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following tabletable (as long as Executive is employed by the Company on each such vesting date), based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 2008. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof determinations for each calendar year no later then period will be made by the 1st day Board of March Directors, or a duly authorized committee thereof, promptly following the end of such calendar year. The determination of ▇▇▇ shall date the Company files its annual report on Form 10-K with the Securities and Exchange Commission for that period and will be derived based upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at as of the end date that the Board makes the final determination of ▇▇▇ for the seventh calendar year (2014_______) shall be forfeited.

Option Grant. On the Effective Date, pursuant to a stock option agreement, Executive will be awarded an option to purchase Fifty-Two Thousand Five Hundred Forty Five Thousand (245,00052,500) shares of Avid Technology, Inc. common stock (the “Stock Option”). The exercise price will be the closing price of the stock on the Effective Date. a) Thirty Twelve Thousand Five Thousand Hundred (35,00012,500) shares of the Stock Option will vest on a time-based schedule in equal 6.25% increments every three months ending on the fourth anniversary of the Effective Date, as long as Executive is employed by the Company on each such vesting date. b) One Hundred Twenty Thousand (100,00020,000) shares of the Stock Option will vest on a performance-based schedule, as follows: (1) Fifty Ten Thousand (50,00010,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $50.84, as adjusted for stock splits and stock dividends; and (2) An additional Fifty Ten Thousand (50,00010,000) shares of the Stock Option will vest at the end of the first 20 consecutive trading day period following the Effective Date during which the common stock of the Company, as quoted on Nasdaq NASDAQ (or on such other exchange as such shares may be traded), trades (without regard to the closing price) at a price per share of at least $76.26, as adjusted for stock splits and stock dividends. c) One Hundred Ten Twenty Thousand (110,00020,000) shares of the Stock Option (the “▇▇▇ Option Shares”) will vest in accordance with the following table, based upon improvement in the Company’s Return on Equity, or ▇▇▇ (as defined below), in calendar year periods, commencing with calendar year 2008. Improvements for each calendar year shall be measured against a baseline ▇▇▇ for the 12-month period ended September 30, 2007 (“Baseline”). The Board of Directors shall make the final determination of ▇▇▇ and the ▇▇▇ percentage point improvement for purposes hereof for each calendar year no later then the 1st day of than March following the end of such calendar year. The determination of ▇▇▇ shall be derived upon the Company’s audited financial statements for the applicable calendar year and the unaudited financial statements for the Baseline period. The ▇▇▇ Option Shares, if any, that are not vested at as of the end date that the Board of Directors makes the final determination of ▇▇▇ for the seventh calendar year (2014) shall be forfeited.