SEC Filing | Avid Technology, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 14, 2007

AVID TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		0-21174 (Commission File Number)	04-2977748 (I.R.S. Employer Identification No.)
	Avid Technology Park, One Park West, Tewksbury, MA (Address of Principal Executive Offices)			01876 (Zip Code)
Registrant's telephone number, including area code: (978) 640-6789
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

(c)

On December 18, 2007, the Board of Directors of Avid Technology, Inc. (the “Company”) appointed Nancy Grant to serve as the Company’s Vice President and Corporate Controller effective December 18, 2007. Since joining the Company in 1992, Ms. Grant, age 47, has served as Corporate Accounting Manager from 1992 to 1997, Director of Order Administration from 1997 to 1998, and Director of Corporate Finance and Assistant Corporate Controller from 1998 until her most recent appointment. Prior to joining the Company, Ms. Grant served as an Audit Manager at Deloitte and Touche LLC.

In connection with Ms. Grant’s appointment as Vice President and Corporate Controller, she will receive the following compensation:

	•	An annual base salary of $230,000;

	•	A target bonus payment of 35% of her annual base salary to be paid, if at all, pursuant to the Company’s bonus plan; and

	•	A stock option to purchase 10,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at an exercise price per share equal to $25.43, the closing price of the Common Stock on NASDAQ on December 18, 2007, the date of grant. Twelve and one-half percent of these shares will vest and become exercisable six months from the date of grant. The remaining shares will vest monthly over the following 42 months.

On December 18, 2007, the Board of Directors of the Company appointed Nancy Hawthorne, a director of the Company, to serve as Interim President of the Company, effective December 19, 2007 until December 31, 2007. Ms. Hawthorne, age 56, served as the Company’s Interim Chief Executive Officer from July 31, 2007 until December 19, 2007 and has been a director of the Company since October 1997. Since August 2001, Ms. Hawthorne has served as Chair and Chief Executive Officer of Clerestory, LLC, a financial advisory and investment firm. In addition, from 1996 until July 1997, Ms. Hawthorne was Chief Executive Officer and Managing Partner of Hawthorne, Krauss & Associates, LLC, a provider of consulting services to corporate management. From July 1997 until July 2001, Ms. Hawthorne was self-employed, providing a variety of financial strategy consulting services. Previously, Ms. Hawthorne served as Treasurer and Chief Financial Officer of Continental Cablevision, Inc. and, following Continental Cablevision’s merger with US West, Inc., as an Executive Vice President of the merged company, MediaOne. Ms. Hawthorne also serves as a director of the Metropolitan Series Fund, Inc., a mutual fund established by the Metropolitan Life Insurance Company.

(e)

On December 14, 2007, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved a retention bonus for David M. Lebolt, the Company’s Vice President and General Manager, Audio. The retention bonus consists of a cash payment of $200,000 and an award of 7,754 restricted stock units (‘RSUs”). Each RSU represents the right to receive one share of Common Stock of the Company. The RSUs vest in three equal annual installments beginning on the first anniversary of the date of grant, December 14, 2007.

The Company entered into new forms of executive employment and change-in-control agreements effective December 18, 2007 with certain executive officers, including the following Named Executive Officers:

Named Executive Officer	Title

David M. Lebolt	Vice President and General Manager, Audio
Joel E. Legon	Vice President and Chief Financial Officer
Sharad Rastogi	Vice President of Corporate Development and Acting General Manager, Consumer

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The new form of executive employment agreement has a term of two years and will automatically renew for one-year periods so long as neither the Company nor the Named Executive Officer provides written notice of its intent to terminate, which notice must be given at least six months prior to the then current expiration date. The new form of executive employment agreement does not change the existing annual base salaries or bonus targets for the Named Executive Officers.

The new form of executive employment agreement provides for:

•

the following severance payments, along with certain other payments set forth in the executive employment agreement, if the Company terminates the Named Executive Officer’s employment other than for cause (as defined in the executive employment agreement), or if the Named Executive Officer terminates his employment for good reason (as defined in the executive employment agreement):

•

his base salary and benefits for twelve months following the termination date;

•

a prorated bonus payment if the Company pays bonuses for the year in which the date of termination occurred to executive officers who remain employed with the Company; and

•

immediate vesting of any stock options, restricted stock and restricted stock units that were due to vest within twelve months of the termination date and such stock options will be exercisable for a period of twelve months following termination.

•

the following payments if the Named Executive Officer’s employment is terminated due to death or disability (as defined in the executive employment agreement):

•

his base salary for twelve months following the date of death or disability (less the amount of any payments made to the Named Executive Officer under any long-term disability plan of the Company); and

•

immediate vesting of any stock options, restricted stock or restricted stock units that were due to vest within twelve months of the date of death or disability.

In addition, Mr. Legon’s executive employment agreement contains provisions that restrict his ability to engage in business that is competitive with the Company’s business for a period of one year following his termination, or to solicit any person who was employed by the Company (unless such person has ceased to be employed by the Company for at least one year), or any of the Company’s customers or suppliers for a period of one year following his termination.

The new form of change-in-control agreement, which may be terminated by the Company at any time prior to a potential change-in-control (as defined in the change-in-control agreement), provides for:

•

the following payments and benefits, along with certain other payments set forth in the change-in-control agreement, if the Named Executive Officer’s employment is terminated by the Company without cause (as defined in the change-in-control agreement), or if the Named Executive Officer terminates his employment with the Company for good reason (as defined in the change-in-control agreement), within

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twelve months following a change-in-control of the Company:

•

a pro-rated bonus payment for the year of termination equal to the greater of the highest annual bonus earned in the two most recent full fiscal years preceding the date of termination and the Named Executive Officer’s target bonus award for the fiscal year in which the termination occurs;

•

a lump sum severance payment equal to one and one-half times the sum of his annual base salary plus the greater of the highest annual bonus earned in the two most recent full fiscal years preceding the date of termination and the Named Executive Officer’s target bonus award for the fiscal year in which the termination occurs; and

•

all unvested stock options, shares of restricted stock and restricted stock units held by the Named Executive Officer will vest immediately and such stock options will be exercisable for a period of eighteen months following his termination.

•

the following payments if the Named Executive Officer’s employment is terminated due to death or disability (as defined in the change-in-control agreement) within 12 months following a change-in-control of the Company:

•

immediate vesting of any stock options, restricted stock or restricted stock units that were due to vest within twelve months of the date of death or disability.

In addition, Mr. Legon’s change-in-control agreement contains provisions that restrict his ability to engage in business that is competitive with the Company’s business for a period of eighteen months following his termination, or to solicit any person who was employed by the Company (unless such person has ceased to be employed by the Company for at least one year), or any of the Company’s customers or suppliers for a period of eighteen months following such termination.

The foregoing descriptions are qualified in full by the executive employment and change-in-control agreements that the Company entered into with each of Messrs. Lebolt, Legon and Rastogi, copies of which are attached hereto as Exhibits 10.1 through 10.6. The payments and benefits set forth in the change-in-control agreement are in lieu of and not in addition to any of the payments and benefits set forth in the executive employment agreement.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

See Exhibit Index attached hereto.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 20, 2007	AVID TECHNOLOGY, INC. (Registrant)
	By:	/s/ Paige Parisi Paige Parisi Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.		Description

*#10.1		Executive Employment Agreement, dated as of December 18, 2007, between David M. Lebolt and the Company.

*#10.2		Executive Employment Agreement, dated as of December 18, 2007, between Joel E. Legon and the Company.

*#10.3		Executive Employment Agreement, dated as of December 18, 2007, between Sharad Rastogi and the Company.

*#10.4		Change-in-Control Agreement, dated as of December 18, 2007, between David M. Lebolt and the Company.

*#10.5		Change-in-Control Agreement, dated as of December 18, 2007, between Joel E. Legon and the Company.

*#10.6		Change-in-Control Agreement, dated as of December 18, 2007, between Sharad Rastogi and the Company.

_________________________________________

* Document filed herewith

# Management contract or compensatory plan

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Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

AVID TECHNOLOGY, INC.

This Executive Employment Agreement (“Agreement”) is entered into as of December 18, 2007 (the “Effective Date”) between Avid Technology, Inc., a Delaware corporation with its principal executive offices at Avid Technology Park, Tewksbury, Massachusetts (the “Company”), and David M. Lebolt (“Executive”) of 461-2^nd Street, #220, San Francisco, CA 94107.

Article 1. Services

1.1. Service. During the Term (as defined below), the Company shall retain the services of Executive to serve as an executive employee of the Company and the Executive shall devote his time and render services to the Company upon the terms and conditions set forth below.

1.2. Duties. During the Term, Executive agrees to perform such executive duties consistent with his position as may be assigned to him from time to time by the Chief Executive Officer or the Board of Directors and to devote his full working time and attention to such duties.

1.3. No Conflicting Commitments. During the Term, Executive will not undertake any commitments, engage or have an interest in any outside business activities or enter into any consulting agreements which, in the opinion of the Company, conflict with the Company’s interests or which might impair the performance of Executive’s duties as a full time employee of the Company.

Article 2. Term

2.1. Term. The term of this Agreement (the "Term") shall commence on the Effective Date and shall expire on December 18, 2009 unless the Term is:

2.1.1

extended pursuant to the provisions of this Section 2.1;

2.1.2

terminated pursuant to Section 6.4 hereof; or

2.1.3

terminated when the Executive’s employment terminates pursuant to Section 4.1 hereof.

Notwithstanding the foregoing, the Term shall continue to automatically be extended for periods of one (1) year so long as neither party provides written notice to the other of its intent to terminate by a date which is at least one hundred and eighty (180) days prior to the then-current expiration date of the Agreement. Unless the services of the Executive have terminated prior to or upon the end of the Term in accordance with the provisions of this Agreement, from and after the end of the Term, the Executive shall be an employee-at-will.

Article 3. Payments

3.1. Base Compensation. During the time that Executive is an employee of the Company, the Company shall pay to Executive a base salary (the “Base Salary”) of $333,000 per annum, payable in regular installments in accordance with the Company’s usual payment practices. The Base Salary shall be reviewed by the Board of Directors’ Compensation Committee during the term of this Agreement and adjusted accordingly at the discretion of the Compensation Committee.

3.2. Incentive Payments. During the time that Executive is an employee of the Company, Executive shall be entitled to participate, at the sole discretion of the Board of Directors, in any cash incentive payment or bonus plan established by the Company for its executive employees, as such plan is amended from time to time.

3.3. Fringe Benefits. During the time that Executive is an employee of the Company, in addition to Executive’s Base Salary and incentive payments or bonuses, if any, the Company shall provide Executive and his dependents medical insurance and such other benefits as are generally made available by the Company to its full-time executive employees, as amended from time to time.

3.4. Participation in Equity Incentive Plans. During the time that Executive is an employee of the Company, Executive shall be entitled to participate in the Company’s stock incentive plans to the extent and in the manner determined by the Company’s Board of Directors in its absolute discretion.

Article 4. Termination

4.1. Termination. Executive’s employment hereunder shall terminate immediately upon the occurrence of any of the following events:

4.1.1. Executive’s death;

4.1.2. The termination of the Executive’s employment by the Company for Disability (as defined below), to be effective immediately upon delivery of notice thereof;

4.1.3. The termination of Executive’s employment by the Company for Cause (as defined below), to be effective immediately upon delivery of notice thereof;

4.1.4. The termination of Executive’s employment by the Company, without Cause and not as a result of Executive’s death or Disability, to be effective thirty (30) days after the Company delivers written notice thereof to the Executive;

4.1.5. The termination of Executive’s employment by Executive without Good Reason (as defined below) to be effective thirty (30) days after Executive delivers written notice thereof from Executive to the Company; or

4.1.6. The termination of Executive’s employment by Executive with Good Reason (as defined below), to be effective as set forth below.

“Cause” shall mean (i) Executive’s material failure to perform (other than by reason of death or Disability) his duties and responsibilities as assigned by the Chief Executive Officer or Board in accordance with Section 1.2 above, which is not remedied after thirty (30) days’ written notice from the Company (if such failure is susceptible to cure), (ii) a breach of any of the provisions of this Agreement or any other agreement (including the Company’s employee nondisclosure and invention assignment agreement) between the Executive and the Company, which is not cured after ten (10) days’ written notice from the Company (if such breach is susceptible to cure), (iii) a serious and material violation of Company policy (for purposes of this clause any violation of the Company’s Conflicts of Interest policy shall be deemed serious and material), which is not cured after ten (10) days’ written notice from the Company (if such breach is susceptible to cure), (iv) fraud, embezzlement or other material dishonesty with respect to the Company, (v) conviction of a felony or any other crime involving fraud, dishonesty or moral turpitude or (vi) failing or refusing to cooperate as reasonably requested in any internal or external investigation of any matter in which the Company has a material interest (financial or otherwise) in the outcome of the investigation. Notwithstanding the foregoing, “Cause” shall not include any failure to achieve results as a result of factors or events beyond the reasonable control of the Executive.

“Disability” shall mean the Executive’s absence from the full-time performance of his duties with the Company for more than one hundred and eighty (180) days during a three hundred and sixty-five (365) day period as a result of incapacity due to mental or physical illness, as a result of which the Executive is deemed “disabled” by the institution appointed by the Company to administer its long-term disability plan (or any successor plan).

“Good Reason” shall mean (i) a material diminution in Executive’s authority, duties or responsibility from those in effect on the date of this Agreement, without Executive’s express written consent; (ii) a material diminution in Executive’s Base Salary as in effect on the date hereof or as the same may be increased from time to time, without Executive’s express written consent, other than a reduction which is part of an across-the-board proportionate reduction in the salaries of all senior executives of the Company imposed because the Company is experiencing financial hardship (provided such reduction is not more than 20% and does not continue for more than twelve (12) months); (iii) a material diminution in the authority, duties or responsibilities of the supervisor to whom Executive reports, including a requirement that Executive report to a corporate officer or employee other than the Company’s Chief Executive Officer, Chief Financial Officer or Chief Operating Officer, without Executive’s express written consent; (iv) a material diminution in the budget over which Executive retains authority, without Executive’s express written consent; (v) a material change in Executive’s office location as in effect on the date hereof, without Executive’s express written consent; and (vi) any material breach of this Agreement by the Company; provided, however, that a termination for Good Reason by Executive can occur only if (i) Executive has given the Company a notice of the existence of a condition giving rise to Good Reason within ninety (90) days after the initial occurrence of the condition giving rise to Good Reason and (ii) the Company has not cured the condition giving rise to Good Reason within thirty (30) days after receipt of such notice. A termination for Good Reason shall occur thirty (30) days after such failure to cure.

4.2.

Adjustments Upon Termination.

4.2.1. If Executive’s employment with the Company terminates pursuant to Sections 4.1.1 or 4.1.2 hereof, (a) the Company shall continue to make payments to Executive or Executive’s heirs, successors or legal representatives, as the case may be, in accordance with Section 3.1 hereof until twelve (12) months after the date of such death or Disability (less the amount of any payments made to the Executive under any long-term disability plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by Executive as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability; provided, however, that in order to be eligible to receive any of the salary or benefits under this Section 4.2, Executive or his or her personal representative shall be required to execute and deliver to the Company (without subsequent revocation if provided for therein) a general release of claims against the Company, excluding any claims concerning the Company’s obligations under this Agreement, and shall be required to sign such other agreements as executive employees of the Company are generally required to sign if Executive shall not have already done so. The Company shall have no other liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive.

4.2.2. If Executive’s employment with the Company terminates pursuant to Section 4.1.3 or 4.1.5 hereof, (a) all payments and benefits provided to Executive under this Agreement shall cease as of the effective date of such termination (the “Date of Termination”), except that Executive shall be entitled to any amounts earned, accrued or owing but not yet paid under Section 3.1 above and any benefits due in accordance with the terms of any applicable benefits plans and programs of the Company and (b) all vesting of all stock options then held by the Executive shall immediately cease as of the date of such termination.

4.2.3. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or 4.1.6 hereof, (a) the Company shall continue to make payments to Executive in accordance with Section 3.1 hereof until the date that is twelve (12) months after the Date of Termination (the “Severance Pay Period”), (b) the Company shall pay Executive incentive compensation for the year in which the Date of Termination occurred, in the amount of Executive’s target award multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; the bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the Company, (c) the Company shall continue to provide Executive with benefits in accordance with Section 3.3 hereof throughout the Severance Pay Period, to the extent permitted by the terms of such plans and applicable law, (d) the Company

shall provide Executive with outplacement benefits in accordance with the Company’s then–current executive outplacement program, provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurred, (e) the Company shall continue to indemnify Executive against all claims related to actions arising prior to the termination of the Executive’s employment to the fullest extent permitted by law, (f) for forty-eight (48) months from the Date of Termination, the Company or its successor shall continue to provide coverage under a directors’ and officers’ insurance policy, or an equivalent thereto, so long as the Board of Directors in good faith shall determine that the cost of such coverage is reasonable and that such coverage is available, and (g) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by Executive as of the Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the Date of Termination, and Executive shall be entitled to exercise any such stock options until twelve (12) months after the Date of Termination; provided, however, that in order to be eligible to receive any of the salary or benefits under this Section 4.2.3, Executive shall be required to execute and deliver to the Company (without subsequent revocation if provided for therein) a general release of claims against the Company, excluding any claims concerning the Company’s obligations under this Agreement, and shall be required to sign such other agreements as executive employees of the Company are generally required to sign if Executive shall not have already done so. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, award agreement or form for exercising any right under any such plan. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

4.2.4. Payments to the Executive under this Article 4 shall be bifurcated into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and a portion that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until it is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation. However, if Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation will be delayed to the date that is six (6) months and one day after Executive’s Date of Termination (the “Earliest Payment Date”); provided that this sentence does not apply to payments made under Section 4.1.1. Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whether, and the extent to which, any of the payments to be made to the Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Executive following the taxable year of the Executive in which the Executive’s termination of employment occurs.

Article 5. Prohibition on Unfair Competition

5.1. The Company owns and has developed and compiled at great cost and expense, and will continue to so develop and compile, certain trade secrets, proprietary techniques and other Proprietary Information (as defined in the Company’s employee nondisclosure and invention assignment agreement) which have great value to the business of the Company and which gives the Company or any affiliate of the Company a competitive advantage over those who do not know the secrets or information. Such information includes all Proprietary Information that has or could have commercial value or other utility in the business of the Company, whether or not such information is identified and marked as “Confidential Information” by the Company. Executive agrees that the following businesses are, as of the date of this Agreement, competitive with the Company: 360 Systems, Ableton AG, Adaptec, Inc., Adobe Systems Incorporated, ADS Technologies, Inc., Advanced Digital Information Corporation, AJA Video Systems, Inc., AKG Acoustics GmbH (a Harman International Company), AMS Neve Ltd., Apple, Inc., ATI Technologies, Inc., Autodesk, Inc.’s Media and Entertainment Solutions division, Behringer International GmbH, Blackmagic Design Pty. Ltd., Bit Central, Inc., Borland Softward Corporation, Chyron Corporation, Ciprico Inc., Creative Technology Ltd., Dalet, Dayang Technology Development Inc., DiGiCo Limited, Digitech (a Harman International Company), EditShare LLC, EMC Corporation, E-MU Systems (a wholly-owned subsidiary of Creative Technology, Ltd.), Euphonix, Inc., EVS Broadcast Equipment, Facilis Technology, Inc., Fairlight.au Pty Ltd., Harris Corporation, Hauppauge Computer Works, Inc., Hewlett-Packard Development Company, International Business Machines Corporation, Isilon Systems, Inc., KRK Systems, LLC, Line 6, Inc., Logitec Solutions Ltd., Loud Technologies, Inc., Microsoft Corporation, Magix AG, MakeMusic Inc., Merging Technologies Inc., Midas (a division of Telex Communications, Inc.), MOTU, Inc., Native Instruments, Inc., Netgear, Inc., Newtek, Inc., Notion, Omneon Video Networks, Perforce Software, Inc., PreSonus Audio Electronics, Inc., Quantel Inc., Roland Corporation, Rorke Data (a subsidiary of Bell Microproducts, Inc.), Sling Media, Inc., Seachange International, Inc., Solid State Logic Ltd., Sony Corporation, Stanton Magnetics, Steinberg Media Technologies GmbH, Tascam (a division of TEAC Corporation), The Associated Press (ENPS), Thomson Grass Valley, Twelve Tone Systems, Inc. (dba Cakewalk), Ulead Systems, Inc., Vizrt Ltd., Yamaha Corporation, and all subsidiaries and affiliates of the foregoing companies. As such, any use of or disclosure by Executive of the Company’s confidential, proprietary, or trade secret information to such businesses, or any other business which is competitive with the Company, would constitute unfair competition, which is prohibited under this Agreement, as well as by law.

5.2. Executive agrees that during Executive’s employment with the Company and at all times following the termination of Executive’s employment for any reason, whether voluntary or with or without cause, Executive shall not, either directly or indirectly, engage in any unlawful competitive activities or unfair competition against the Company or use confidential trade secret information to unlawfully solicit clients, customers or vendors of the Company. Executive further agrees not to use Proprietary Information to unlawfully solicit or raid employees of the Company to terminate their employment relationship with the Company.

5.3. Remedies for Breach. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Section 5 may be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining orders, temporary or permanent injunctions or any other equitable remedy which may then be available. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence of any breach of Section 5.1, if Executive is employed by the Company, the Company may immediately terminate the employment of Executive for Cause in accordance with Section 4.1.3, and, whether or not Executive is employed by the Company, the Company shall immediately cease to have any obligations to make payments to Executive under this Agreement.

5.4. Survival. Notwithstanding the termination of this Agreement or Executive’s services hereunder for any reason, this Article 5 shall survive any such termination.

Article 6. Miscellaneous

6.1. Obligation of Successors. Subject to Section 6.4, any successor to substantially all of the Company’s assets and business, and any successor to substantially all of the assets of the division of the Company in which Executive is employed, whether by merger, consolidation, purchase of assets or otherwise, shall succeed to the rights and obligations of the Company hereunder.

6.2. Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given (i) when delivered in person, (ii) on the third business day after mailing by registered or certified mail, postage prepaid, (iii) on the next business day after delivery to an air courier for next day delivery, paid by the sender, or (iv) when sent by telecopy or facsimile transmission during normal business hours (9:00 a.m. to 5:00 p.m.) where the recipient is located (or if sent after such hours, as of commencement of the next business day), followed within twenty-four hours by notification pursuant to any of the foregoing methods of delivery, in all cases addressed to the other party hereto as follows:

(a)

If to the Company:

Avid Technology, Inc.

Avid Technology Park

One Park West

Tewksbury, MA 01876

Attention: Vice President, Human Resources

Facsimile: (978) 640-0065

(b)

If to Executive:

David M. Lebolt

461-2^nd Street, #220

San Francisco, CA 94107

or at such other address or addresses as either party shall designate to the other in accordance with this Section 6.2.

6.3. Survival. The respective rights and obligations of the parties under this Agreement shall survive any termination of Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

6.4. Complete Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements between the parties with respect to the subject matter hereof, except for the Change-in-Control Agreement between Executive and the Company dated the date hereof, as it may be amended from time to time (the “Change-in-Control Agreement”). Upon the occurrence of a Change-in-Control (as defined in the Change-in-Control Agreement), and for so long as the Change-in-Control Agreement shall remain in effect following a Change-in-Control, the provisions of the Change-in-Control Agreement shall supersede this Executive Employment Agreement with respect to all subject matters covered by the Change-in-Control Agreement. This Agreement shall terminate on the Date of Termination of Executive’s employment pursuant to the provisions of the Change-in-Control Agreement. This Agreement may not be modified or amended except upon written amendment approved by the Company’s Compensation Committee, and executed by a duly authorized officer of the Company and by Executive. Notwithstanding the foregoing, the Company may unilaterally modify or amend this Agreement if such modification or amendment is approved by the Company’s Compensation Committee and made to all other executive employment agreements entered into between the Company and its then-current executive officers.

6.5. Applicable Law. This Agreement shall be interpreted in accordance with the laws of the state of California (without reference to the conflicts of laws provisions thereof) and the parties hereby submit to the jurisdiction of the courts of that state.

6.6. Severability. If any non-material provision of this Agreement shall be held invalid or unenforceable, it shall be deemed to be deleted or qualified so as to be enforceable or valid to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect.

6.7. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, assigns and personal representatives, except that the duties, responsibilities and rights of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive, except to the extent that the rights of Executive hereunder may be enforceable by his heirs, executors, administrators or legal representatives.

6.8. Captions. Captions of sections have been added only for convenience and shall not be deemed to be a part of this Agreement.

6.9. Section 409A Compliance. The payments to be made hereunder are intended to comply with, or be exempt from, the provisions of Section 409A of the Internal Revenue of 1986 (“Section 409A”) and regulations thereunder. This Agreement shall be interpreted and construed accordingly.

6.10. Further Assurances. Each party hereto agrees to furnish and execute such additional forms and documents, and to take such further action, as shall be reasonable and customarily required in connection with the performance of this Agreement or the payment of benefits hereunder.

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the date first above written.

Avid Technology, Inc.

By:         /s/ Nancy Hawthorne
Name:  Nancy Hawthorne
Title:    Interim Chief Executive Officer

/s/ David M. Lebolt
David M. Lebolt

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

AVID TECHNOLOGY, INC.

This Executive Employment Agreement (“Agreement”) is entered into as of December 18, 2007 (the “Effective Date”) between Avid Technology, Inc., a Delaware corporation with its principal executive offices at Avid Technology Park, Tewksbury, Massachusetts (the “Company”), and Joel E. Legon (“Executive”) of 20 Pine Pasture Run, Boxboro, MA 01719.

Article 1. Services

Article 2. Term

2.1. Term. The term of this Agreement (the "Term") shall commence on the Effective Date and shall expire on December 18, 2009 unless the Term is:

2.1.1

extended pursuant to the provisions of this Section 2.1;

2.1.2

terminated pursuant to Section 6.4 hereof; or

2.1.3

terminated when the Executive’s employment terminates pursuant to Section 4.1 hereof.

Article 3. Payments

3.1. Base Compensation. During the time that Executive is an employee of the Company, the Company shall pay to Executive a base salary (the “Base Salary”) of $350,000 per annum, payable in regular installments in accordance with the Company’s usual payment practices. The Base Salary shall be reviewed by the Board of Directors’ Compensation Committee during the term of this Agreement and adjusted accordingly at the discretion of the Compensation Committee.

Article 4. Termination

4.1. Termination. Executive’s employment hereunder shall terminate immediately upon the occurrence of any of the following events:

4.1.1.

Executive’s death;

4.1.2. The termination of the Executive’s employment by the Company for Disability (as defined below), to be effective immediately upon delivery of notice thereof;

4.1.3. The termination of Executive’s employment by the Company for Cause (as defined below), to be effective immediately upon delivery of notice thereof;

4.1.6. The termination of Executive’s employment by Executive with Good Reason (as defined below), to be effective as set forth below.

“Good Reason” shall mean (i) a material diminution in Executive’s authority, duties or responsibility from those in effect on the date of this Agreement, without Executive’s express written consent; (ii) a material diminution in Executive’s Base Salary as in effect on the date hereof or as the same may be increased from time to time, without Executive’s express written consent, other than a reduction which is part of an across-the-board proportionate reduction in the salaries of all senior executives of the Company imposed because the Company is experiencing financial hardship (provided such reduction is not more than 20% and does not continue for more than twelve (12) months); (iii) a material diminution in the authority, duties or responsibilities of the supervisor to whom Executive reports, including a requirement that Executive report to a corporate officer or employee other than the Company’s Chief Executive Officer, without Executive’s express written consent; (iv) a material diminution in the budget over which Executive retains authority, without Executive’s express written consent; (v) a material change in Executive’s office location as in effect on the date hereof, without Executive’s express written consent; and (vi) any material breach of this Agreement by the Company; provided, however, that a termination for Good Reason by Executive can occur only if (i) Executive has given the Company a notice of the existence of a condition giving rise to Good Reason within ninety (90) days after the initial occurrence of the condition giving rise to Good Reason and (ii) the Company has not cured the condition giving rise to Good Reason within thirty (30) days after receipt of such notice. A termination for Good Reason shall occur thirty (30) days after such failure to cure.

4.2.

Adjustments Upon Termination.

of Termination occurred, (e) the Company shall continue to indemnify Executive against all claims related to actions arising prior to the termination of the Executive’s employment to the fullest extent permitted by law, (f) for forty-eight (48) months from the Date of Termination, the Company or its successor shall continue to provide coverage under a directors’ and officers’ insurance policy, or an equivalent thereto, so long as the Board of Directors in good faith shall determine that the cost of such coverage is reasonable and that such coverage is available, and (g) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by Executive as of the Date of Termination shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the Date of Termination, and Executive shall be entitled to exercise any such stock options until twelve (12) months after the Date of Termination; provided, however, that in order to be eligible to receive any of the salary or benefits under this Section 4.2.3, Executive shall be required to execute and deliver to the Company (without subsequent revocation if provided for therein) a general release of claims against the Company, excluding any claims concerning the Company’s obligations under this Agreement, and shall be required to sign such other agreements as executive employees of the Company are generally required to sign if Executive shall not have already done so. Nothing in this Agreement shall be construed to extend the time period within which any option may be exercised beyond the period specified in the applicable stock plan or under the terms of any grant, award agreement or form for exercising any right under any such plan. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

Article 5. Non-Competition and Non-Solicitation

5.1. Non-Competition and Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees that while Executive is employed by the Company and for a period of the longer of (a) one (1) year after the Date of Termination of Executive’s employment hereunder and (b) while Executive is receiving any post-employment payments by the Company:

5.1.1. Executive will not engage in any activity which is competitive with any business which is now, or is at any time during Executive’s employment with the Company, conducted by the Company, including without limitation becoming an employee, investor (except for passive investments of not more than one percent (1%) of the outstanding shares of, or any other equity interest in, a company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), officer, agent, partner or director of, or other participant in, any firm, person or other entity in any geographic area that competes or plans to compete with the Company in the business of the development, manufacture, promotion, distribution or sale of professional or consumer film, video or audio production tools, including but not limited to, editing, special effects, 3D, animation, live sound, broadcast or newsroom products or systems, content-creation tools, media storage or other business or services in which the Company is engaged or plans to engage at the time of Executive’s termination.

5.1.2. Executive will not directly or indirectly assist others in engaging in any of the activities in which Executive is prohibited to engage by Section 5.1.1 above.

5.1.3. Executive will not directly or indirectly either alone or in association with others (a) solicit, or permit any organization directly or indirectly controlled by Executive to solicit, any employee of the Company to leave the employ of the Company, or (b) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time; provided that this clause (5.1.3) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of one year or longer.

5.1.4. Executive will not directly or indirectly either alone or in association with others solicit, or permit any organization directly or indirectly controlled by Executive to solicit, any current or future customer or supplier of the Company to cease doing business in whole or in part with the Company or otherwise adversely modify his, her or its business relationship with the Company.

5.2. Reasonableness of Restrictions. It is expressly understood and agreed that (a) although Executive and the Company consider the restrictions contained in this Article 5 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Article 5 is unenforceable, such restriction shall not be rendered void but shall be deemed to be enforceable to such maximum extent as such court may judicially determine or indicate to be enforceable and (b) if any restriction contained in this Agreement is determined to be unenforceable and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

5.3. Remedies for Breach. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Section 5 would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining orders, temporary or permanent injunctions or any other equitable remedy which may then be available. Executive hereby irrevocably waives any right to a trial by jury in any action, suit, or other legal proceeding arising under or relating to any provision of this Agreement. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence of any breach of Section 5.1, if Executive is employed by the Company, the Company may immediately terminate the employment of Executive for Cause in accordance with Section 4.1.3, and, whether or not Executive is employed by the Company, the Company shall immediately cease to have any obligations to make payments to Executive under this Agreement.

5.4. Survival. Notwithstanding the termination of this Agreement or Executive’s services hereunder for any reason, this Article 5 shall survive any such termination.

Article 6. Miscellaneous

(a)

If to the Company:

Avid Technology, Inc.

Avid Technology Park

One Park West

Tewksbury, MA 01876

Attention: Vice President, Human Resources

Facsimile: (978) 640-0065

(b)

If to Executive:

Joel E. Legon

20 Pine Pasture Run

Boxboro, MA 01719

or at such other address or addresses as either party shall designate to the other in accordance with this Section 6.2.

6.5. Applicable Law. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof) and the parties hereby submit to the jurisdiction of the courts of that state.

6.8. Captions. Captions of sections have been added only for convenience and shall not be deemed to be a part of this Agreement.

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the date first above written.

Avid Technology, Inc.

By:         /s/ Nancy Hawthorne
Name:  Nancy Hawthorne
Title:    Interim Chief Executive Officer

/s/ Joel E. Legon
Joel E. Legon

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

AVID TECHNOLOGY, INC.

This Executive Employment Agreement (“Agreement”) is entered into as of December 18, 2007 (the “Effective Date”) between Avid Technology, Inc., a Delaware corporation with its principal executive offices at Avid Technology Park, Tewksbury, Massachusetts (the “Company”), and Sharad Rastogi (“Executive”) of 1825 Oak Avenue, Menlo Park, CA 94025.

Article 1. Services

Article 2. Term

2.1. Term. The term of this Agreement (the "Term") shall commence on the Effective Date and shall expire on December 18, 2009 unless the Term is:

2.1.1

extended pursuant to the provisions of this Section 2.1;

2.1.2

terminated pursuant to Section 6.4 hereof; or

2.1.3 terminated when the Executive’s employment terminates pursuant to Section 4.1 hereof.

Article 3. Payments

3.1. Base Compensation. During the time that Executive is an employee of the Company, the Company shall pay to Executive a base salary (the “Base Salary”) of $285,000 per annum, payable in regular installments in accordance with the Company’s usual payment practices. The Base Salary shall be reviewed by the Board of Directors’ Compensation Committee during the term of this Agreement and adjusted accordingly at the discretion of the Compensation Committee.

Article 4. Termination

4.1. Termination. Executive’s employment hereunder shall terminate immediately upon the occurrence of any of the following events:

4.1.1.

Executive’s death;

4.1.2. The termination of the Executive’s employment by the Company for Disability (as defined below), to be effective immediately upon delivery of notice thereof;

4.1.3. The termination of Executive’s employment by the Company for Cause (as defined below), to be effective immediately upon delivery of notice thereof;

4.1.6. The termination of Executive’s employment by Executive with Good Reason (as defined below), to be effective as set forth below.

4.2.

Adjustments Upon Termination.

Article 5. Prohibition on Unfair Competition

or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining orders, temporary or permanent injunctions or any other equitable remedy which may then be available. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence of any breach of Section 5.1, if Executive is employed by the Company, the Company may immediately terminate the employment of Executive for Cause in accordance with Section 4.1.3, and, whether or not Executive is employed by the Company, the Company shall immediately cease to have any obligations to make payments to Executive under this Agreement.

5.4. Survival. Notwithstanding the termination of this Agreement or Executive’s services hereunder for any reason, this Article 5 shall survive any such termination.

Article 6. Miscellaneous

(a)

If to the Company:

Avid Technology, Inc.

Avid Technology Park

One Park West

Tewksbury, MA 01876

Attention: Vice President, Human Resources

Facsimile: (978) 640-0065

(b)

If to Executive:

Sharad Rastogi

1825 Oak Avenue

Menlo Park, CA 94025

or at such other address or addresses as either party shall designate to the other in accordance with this Section 6.2.

6.8. Captions. Captions of sections have been added only for convenience and shall not be deemed to be a part of this Agreement.

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the date first above written.

Avid Technology, Inc.

By:         /s/ Nancy Hawthorne
Name:  Nancy Hawthorne
Title:    Interim Chief Executive Officer

/s/ Sharad Rastogi
Sharad Rastogi

Exhibit 10.4

Change-in-Control Agreement

Date: December 18, 2007

David M. Lebolt

Avid Technology, Inc.

Avid Technology Park

One Park West

Tewksbury, MA 01876

The Board of Directors (the “Board”) of Avid Technology, Inc. (“Avid” or the “Company”) recognizes that your contributions to the future growth and success of the Company will be substantial and the Board desires to assure the Company of your continued services for the benefit of the Company, particularly in the face of a change-in-control of the Company.

This letter agreement (“Agreement”) therefore sets forth those benefits that the Company will provide to you in the event your employment within the Company is terminated after a “Change-in-Control of the Company” (as defined in Paragraph 2(i)) under the circumstances described below.

TERM.

If a Change-in-Control of the Company should occur while you are still an employee of the Company, then this Agreement shall continue in effect from the date of such Change-in-Control of the Company for so long as you remain an employee of the Company, but in no event for more than twelve (12) months following such Change-in-Control of the Company; provided, however, that the expiration of the term of this Agreement shall not adversely affect your rights under this Agreement which have accrued prior to such expiration. If no Change-in-Control of the Company occurs before your status as an employee of the Company is terminated, this Agreement shall expire on such date. Prior to a Change-in-Control of the Company, (a) your employment may be terminated by the Company or by you, in each case only in accordance with the provisions of your Executive Employment Agreement dated the date hereof, and (b) this Agreement may be terminated by the Company at any time upon written notice to you, and in either such event (termination of your employment, or termination of this Agreement, prior to a Change-in-Control), you shall not be entitled to any of the benefits provided hereunder; provided, however, that the Company may not terminate this Agreement following the occurrence of a Potential Change-in-Control of the Company (as defined in Paragraph 2(ii)) unless (a) at least one year has expired since the most recent event or transaction constituting a Potential Change-in-Control of the Company and (b) in respect of a Potential Change-in-Control of the Company which previously occurred, no facts or circumstances continue to exist which, if initially occurring at the time any termination of this Agreement is to occur, would constitute a Potential Change-in-Control of the Company.

David M. Lebolt

December 18, 2007

Page 2

2.	CHANGE-IN-CONTROL; POTENTIAL CHANGE-IN-CONTROL.

(i) For purposes of this Agreement, a “Change-in-Control of the Company” shall be deemed to have occurred only if any of the following events occur:

(a) The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))(a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Paragraph 2(i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction which satisfies the criteria set forth in clauses (A) and (B) of subparagraph (c) of this Paragraph 2(i); or

(b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequently to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 40% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, of the corporation resulting from such Business Combination (which as used in this Paragraph 2(i)(c) shall include, without limitation, a corporation which as a result of such transaction owns all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be and (B) no Person (excluding any corporation

David M. Lebolt

December 18, 2007

Page 3

resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation.

(ii) For purposes of this Agreement, a “Potential Change-in-Control of the Company” shall be deemed to have occurred if (A) the Company shall enter into a merger, acquisition or similar agreement, the consummation of which would result in the occurrence of a Change-in-Control of the Company, or (B) any person shall publicly announce an intention to take actions which if consummated would constitute a Change-in-Control of the Company. Notwithstanding the foregoing, any event or transaction which would otherwise constitute a Potential Change-in-Control of the Company shall not constitute a Potential Change-in-Control of the Company if the negotiations or other actions leading to such event or transaction were initiated by the Company (it being understood that the occurrence of such a Company-initiated event or transaction shall not affect the existence of any Potential Change-in-Control of the Company resulting from any other event or transaction).

3.	TERMINATION FOLLOWING CHANGE-IN-CONTROL.

If a Change-in-Control of the Company shall have occurred while you are still an employee of the Company, you shall be entitled to the payments and benefits provided in Paragraph 4 hereof upon the subsequent termination of your employment within twelve (12) months after such Change-in-Control, by you or by the Company, unless such termination is (a) by the Company for “Cause” (as defined below) or (b) by you other than for “Good Reason” (as defined below); in either such event, you shall not be entitled to receive benefits under this Agreement.

(i) “Disability”. If, as a result of your incapacity due to physical or mental illness, you shall have been deemed “disabled” by the institution appointed by the Company to administer the Company’s Long-Term Disability Plan (or successor plan) because you shall have been absent from full-time performance of your duties with the Company for more than one hundred and eighty (180) days during a three hundred and sixty-five (365) day period, the Company may terminate your employment for Disability.

(ii) “Cause”. For the purposes of this Agreement, the Company shall have “Cause” to terminate your employment only upon

(A) the willful and continued failure by you substantially to perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any failure resulting from your terminating your employment with the Company for “Good Reason” (as defined below)) after a written demand for substantial performance is delivered to you by the Company which specifically identifies the manner in which the Company believes that you have not substantially performed your duties, or

David M. Lebolt

December 18, 2007

Page 4

(B) a breach of the Company’s employee nondisclosure and invention assignment agreement, between you and the Company, which is not cured after ten (10) days’ written notice from the Company (if such breach is susceptible to cure), or

(D) an act by you of fraud, embezzlement or other material dishonesty with respect to the Company, or

(E) conviction of a felony or any other crime involving fraud, dishonesty or moral turpitude, or

(F) failing or refusing to cooperate as reasonably requested in any internal or external investigation of any matter in which the Company has a material interest (financial or otherwise) in the outcome of the investigation.

For purposes of this Paragraph, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interests of the Company.

(iii) “Good Reason”. You may terminate your employment for Good Reason. For purpose of this Agreement, "Good Reason" shall mean:

(A) a material diminution in your authority, duties or responsibility from those in effect immediately prior to a Change-in-Control of the Company, without your express written consent;

(B) a material diminution in your base salary in effect immediately prior to a Change-in-Control of the Company, without your express written consent, other than the reduction of up to 20% for a period of not more than six (6) months which is part of an across the board proportionate reduction in the salaries of other peer executives of the Company imposed because the Company is experiencing financial hardship;

(C) a material diminution in the authority, duties or responsibilities of the supervisor to whom you report, including a requirement that you report to a corporate officer or employee other than Company’s Chief Executive Officer, Chief Financial Officer or Chief Operating Officer, without your express written consent;

(D) a material diminution in the budget over which you retain authority, without your express written consent;

(E) a material change in your office location at which you perform your principal duties for the Company at the time of the Change-in-Control of the Company, without your express written consent; or

David M. Lebolt

December 18, 2007

Page 5

(F) any material breach by the Company of any provision of this Agreement (including, without limitation, Paragraph 6).

(iv) Notice of Termination. Any termination by the Company pursuant to subparagraphs (i) or (ii) above or by you pursuant to subparagraph (iii) above shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your termination under the provision so indicated. A termination pursuant to subparagraph (iii) above can occur only if you deliver a Notice of Termination to the Company within ninety (90) days after the initial occurrence of the condition giving rise to Good Reason and the Company has not cured such condition within thirty (30) days after receipt of such Notice of Termination.

(v)

Date of Termination. “Date of Termination” shall mean:

(A) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given,

(B) if your employment is terminated pursuant to subparagraph (iii) above, thirty (30) days after the Company’s failure to cure the condition giving rise to Good Reason, and

(C) if your employment is terminated for any other reason, the date on which a Notice of Termination is given (or, if a Notice of Termination is not given, the date of such termination).

4.	COMPENSATION DURING DISABILITY OR UPON TERMINATION.

(i) If, after a Change-in-Control of the Company, you shall fail to perform your duties hereunder as a result of incapacity due to Disability, you shall continue to receive your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect and any awards under the Executive/Senior Management Variable Compensation Plan or any successor plan shall continue to accrue and to be paid during such period until your employment is terminated (and, if the Company maintains a Long Term Disability Plan, you shall be eligible for coverage thereunder in accordance with the terms thereof and subject to the satisfaction of all applicable conditions, including without limitation, the timely filing of a notice of claim).

(ii) If, after a Change-in-Control of the Company, your employment shall be terminated for Cause, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement.

(iii) If, within twelve (12) months after a Change-in-Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i),

David M. Lebolt

December 18, 2007

Page 6

the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you.

(iv) If, within twelve (12) months after a Change-in-Control of the Company, you shall terminate your employment for Good Reason or the Company shall terminate your employment, other than by reason of your death or pursuant to Paragraph 3(i) or 3(ii) hereof,

(A) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) in a lump sum in cash no more than thirty (30) days following the Date of Termination, the following amounts:

(x)

the sum of (A) your accrued but unpaid base salary through the Date of Termination, (B) the product of (x) the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one) for the fiscal year in which the Date of Termination occurs, and (y) a fraction, the numerator of which is the number of days in the then current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and

(y)

the amount equal to one and a half (1.5) times the sum of your annual base salary at the highest rate in effect during the twelve (12) months preceding the Date of Termination and the greater of your highest annual bonus earned in the two most recent full fiscal years preceding the Date of Termination and your target bonus award (at a payout factor of one)

David M. Lebolt

December 18, 2007

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for the fiscal year in which the Date of Termination occurs.

(B) For an eighteen (18) month period after such termination, the Company shall arrange to provide you with dental and group health insurance benefits substantially similar to those that you were receiving immediately prior to such termination to the extent that the Company's plans then permit the Company to provide you with such benefits. Notwithstanding the foregoing, the Company shall not provide any such benefits to you to the extent that an equivalent benefit is received by you from another employer during such period, and you shall report any such benefit actually received by you to the Company;

(C) Notwithstanding anything to the contrary in the applicable stock option or restricted stock agreement, the exercisability of all outstanding stock options and restricted stock awards then held by you for the purchase of common stock of the Company (or securities exchanged for such common stock in connection with the Change-in-Control of the Company) shall accelerate in full and you shall be entitled to exercise any such options until eighteen (18) months after the Date of Termination;

(D) The Company shall continue to indemnify you against all claims related to actions arising prior to the termination of your employment to the fullest extent permitted by law;

(E) For forty-eight (48) months from the Date of Termination, the Company or its successor shall continue to provide coverage under a directors’ and officers’ insurance policy, or an equivalent thereto, so long as the Board of Directors in good faith shall determine that the cost of such coverage is reasonable and that such coverage is available; and

(F) You shall be entitled to full executive outplacement assistance with an agency selected by the Company’ provided that no outplacement assistance will be provided after the end of the second calendar year following the calendar year in which your Date of Termination occurred.

(v) In order to be eligible to receive any of the salary or benefits under Paragraphs 4(iii) or 4(iv), you or your personal representative shall be required to execute and deliver to the Company (without subsequent revocation if provided for therein) a general release of claims against the Company, excluding any claims concerning the Company’s obligations under this Agreement.

(vi) You shall not be required to mitigate the amount of any payment provided for in this Paragraph 4 by seeking other employment or otherwise, nor, except as provided in Paragraph 4(iv)(B), shall the amount of any payment provided for in this Paragraph 4 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.

(vii) Nothing in this Agreement shall prevent or limit your continuing or future participation in any plan, program, policy or practice provided by the Company to its employees

David M. Lebolt

December 18, 2007

Page 8

and for which you may qualify nor, subject to Paragraph 11 hereof, shall anything herein limit or otherwise affect such rights as you may have under any contract or agreement between you and the Company; provided, however, that to the extent you are entitled to receive any payments hereunder upon termination of your employment, you shall not be entitled to any payments under any severance plan, program, policy or practice of the Company then in effect.

(viii) Payments to you under this Paragraph 4 shall be bifurcated into two portions, consisting of a portion that does not constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and a portion that does constitute nonqualified deferred compensation. Payments hereunder shall first be made from the portion that does not consist of nonqualified deferred compensation until it is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation. However, if you are a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, the commencement of the delivery of any such payments that constitute nonqualified deferred compensation will be delayed to the date that is 6 months and one day after your Date of Termination (the “Earliest Payment Date”); provided that this sentence does not apply to payments made on account of your death. Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whether, and the extent to which, any of the payments to be made to you hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treasury Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in which your termination of employment occurs.

TAXES.

(i) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to you or for your benefit and/or any acceleration of vesting of any options or restricted stock awards (whether paid or payable or distributed or distributable or provided pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then the Payments shall be reduced, in the aggregate, to an amount (the “Reduced Amount”) such that the receipt of Payments would not give rise to any Excise Tax. Notwithstanding the foregoing provisions of this Paragraph 5(i), if it shall be determined that (i) the aggregate present value (determined in accordance with applicable Treasury Regulations) of the payments eliminated pursuant to the preceding sentence (the “Eliminated Payments”) exceeds by at least fifty thousand dollars ($50,000)(ii) the aggregate present value of the amount of any additional taxes that would be incurred by you if the Eliminated Payments (determined without regard to this sentence) were paid to you (including state and federal income taxes on the Eliminated Payments, any Excise Tax, and any withholding taxes) then no reduction in the Payments shall be made.

(ii)

Subject to the provisions of Paragraph 5(i), all determinations required to be made

David M. Lebolt

December 18, 2007

Page 9

under this Paragraph 5, including whether any Payments need to be reduced or eliminated and the assumptions to be utilized in arriving at such determination, shall be made by such certified public accounting firm as may be designated by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations to both the Company and you within fifteen (15) business days of the receipt of notice from you that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group affecting the Change of Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder. All fees and expenses of the Accounting Firm shall be borne by the Company.

6.	SUCCESSOR’S BINDING AGREEMENT.

(i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or the assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Paragraph 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(ii) This Agreement shall inure to the benefit of, and be enforceable by, your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amounts would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be no such designee, to your estate.

7.	PROHIBITION ON UNFAIR COMPETITION.

David M. Lebolt

December 18, 2007

Page 10

Dayang Technology Development Inc., DiGiCo Limited, Digitech (a Harman International Company), EditShare LLC, EMC Corporation, E-MU Systems (a wholly-owned subsidiary of Creative Technology, Ltd.), Euphonix, Inc., EVS Broadcast Equipment, Facilis Technology, Inc., Fairlight.au Pty Ltd., Harris Corporation, Hauppauge Computer Works, Inc., Hewlett-Packard Development Company, International Business Machines Corporation, Isilon Systems, Inc., KRK Systems, LLC, Line 6, Inc., Logitec Solutions Ltd., Loud Technologies, Inc., Microsoft Corporation, Magix AG, MakeMusic Inc., Merging Technologies Inc., Midas (a division of Telex Communications, Inc.), MOTU, Inc., Native Instruments, Inc., Netgear, Inc., Newtek, Inc., Notion, Omneon Video Networks, Perforce Software, Inc., PreSonus Audio Electronics, Inc., Quantel Inc., Roland Corporation, Rorke Data (a subsidiary of Bell Microproducts, Inc.), Sling Media, Inc., Seachange International, Inc., Solid State Logic Ltd., Sony Corporation, Stanton Magnetics, Steinberg Media Technologies GmbH, Tascam (a division of TEAC Corporation), The Associated Press (ENPS), Thomson Grass Valley, Twelve Tone Systems, Inc. (dba Cakewalk), Ulead Systems, Inc., Vizrt Ltd., Yamaha Corporation, and all subsidiaries and affiliates of the foregoing companies. As such, any use of or disclosure by you of the Company’s confidential, proprietary, or trade secret information to such businesses, or any other business which is competitive with the Company, would constitute unfair competition, which is prohibited under this Agreement, as well as by law.

(ii) You agree that during your employment with the Company and at all times following the termination of your employment for any reason, whether voluntary or with or without cause, you shall not, either directly or indirectly, engage in any unlawful competitive activities or unfair competition against the Company or use confidential trade secret information to unlawfully solicit clients, customers or vendors of the Company. You further agree not to use Proprietary Information to unlawfully solicit or raid employees of the Company to terminate their employment relationship with the Company.

(iii) Remedies for Breach. You acknowledge and agree that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Section 7 may be inadequate and, in recognition of this fact, you agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining orders, temporary or permanent injunctions or any other equitable remedy which may then be available. Notwithstanding any provision of this Agreement to the contrary, upon the occurrence of any breach of this Section 7, whether or not Executive is employed by the Company, the Company shall immediately cease to have any obligations to make payments to Executive under this Agreement.

NOTICE.

David M. Lebolt

December 18, 2007

Page 11

notices to the Company should be directed to the attention to the Corporate Secretary of the Company, or to such address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

9.	FURTHER ASSURANCES.

Each party hereto agrees to furnish and execute such additional forms and documents, and to take such further action, as shall be reasonable and customarily required in connection with the performance of this Agreement or the payment of benefits hereunder.

10.	ENTIRE AGREEMENT.

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and supersedes any other agreement between the parties with respect to such subject matter, including without limitations, the Executive Employment Agreement dated the date hereof.

11.	COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one in the same instrument.

12.	LEGAL FEES AND EXPENSES.

In addition to any other benefits to which you may be entitled hereunder, the Company shall pay all reasonable legal fees and expenses which you may incur as a result of the Company’s contesting the validity, enforceability or your interpretation of, or determination under, this Agreement or otherwise as a result of any termination as a result of which you are entitled to the benefits set forth in this Agreement.

13.	MISCELLANEOUS.

(i) No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing signed by you and such officer as may be specifically designated by the Board of Directors of the Company.

(ii) No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any time prior or subsequent time.

(iii) The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the state of California (without reference to the conflicts of laws provisions thereof).

David M. Lebolt

December 18, 2007

Page 12

(iv) If any non-material provision of this Agreement shall be held invalid or unenforceable, it shall be deemed to be deleted or qualified so as to be enforceable or valid to the maximum extent permitted by law, and the remaining provisions shall continue in full force and effect.

(v) The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(vi) The payments to be made hereunder are intended to comply with, or be exempt from, the provisions of Section 409A of the Internal Revenue of 1986 (“Section 409A”) and regulations thereunder. This Agreement shall be interpreted and construed accordingly.

(vii) If this Agreement correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this Agreement which will then constitute our agreement on this subject.

Sincerely,

Avid Technology, Inc.

By:         /s/ Nancy Hawthorne
Name:  Nancy Hawthorne
Title:    Interim Chief Executive Officer

I acknowledge receipt and agree with the foregoing terms and conditions.

/s/ David M. Lebolt

David M. Lebolt

Date: December 18, 2007

Exhibit 10.5

Change-in-Control Agreement

Date: December 18, 2007

Joel E. Legon

Avid Technology, Inc.

Avid Technology Park

One Park West

Tewksbury, MA 01876

TERM.

Joel E. Legon

December 18, 2007

Page 2

2.	CHANGE-IN-CONTROL; POTENTIAL CHANGE-IN-CONTROL.

(i) For purposes of this Agreement, a “Change-in-Control of the Company” shall be deemed to have occurred only if any of the following events occur:

Joel E. Legon

December 18, 2007

Page 3

directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation.

3.	TERMINATION FOLLOWING CHANGE-IN-CONTROL.

(ii) “Cause”. For the purposes of this Agreement, the Company shall have “Cause” to terminate your employment only upon

(B) a breach of the Company’s employee nondisclosure and invention assignment agreement, between you and the Company, which is not cured after ten (10) days’

Joel E. Legon

December 18, 2007

Page 4

written notice from the Company (if such breach is susceptible to cure), or

(D) an act by you of fraud, embezzlement or other material dishonesty with respect to the Company, or

(E) conviction of a felony or any other crime involving fraud, dishonesty or moral turpitude, or

(iii) “Good Reason”. You may terminate your employment for Good Reason. For purpose of this Agreement, "Good Reason" shall mean:

(A) a material diminution in your authority, duties or responsibility from those in effect immediately prior to a Change-in-Control of the Company, without your express written consent;

(D) a material diminution in the budget over which you retain authority, without your express written consent;

(E) a material change in your office location at which you perform your principal duties for the Company at the time of the Change-in-Control of the Company, without your express written consent; or

(F) any material breach by the Company of any provision of this Agreement (including, without limitation, Paragraph 6).

Joel E. Legon

December 18, 2007

Page 5

(v)

Date of Termination. “Date of Termination” shall mean:

(A) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given,

(B) if your employment is terminated pursuant to subparagraph (iii) above, thirty (30) days after the Company’s failure to cure the condition giving rise to Good Reason, and

(C) if your employment is terminated for any other reason, the date on which a Notice of Termination is given (or, if a Notice of Termination is not given, the date of such termination).

4.	COMPENSATION DURING DISABILITY OR UPON TERMINATION.

(iii) If, within twelve (12) months after a Change-in-Control of the Company, the Company shall terminate your employment by reason of your death or pursuant to Paragraph 3(i), the Company shall continue to pay you, or your heirs, successors or legal representatives, as the case may be, your full base salary in regular installments in accordance with the Company’s usual payment practices at the rate then in effect until twelve (12) months after the date of such death or Disability (less the amount of any payments made to you under any long-term disability

Joel E. Legon

December 18, 2007

Page 6

plan of the Company) and (b) notwithstanding any provision to the contrary in any Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan, any stock options or restricted stock awards held by you as of the date of death or Disability shall become exercisable or vested, as the case may be, as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the date of death or Disability. The Company shall have no other liability or obligation under this Agreement to your executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through you.

(x)

(y)

(B) For an eighteen (18) month period after such termination, the Company shall arrange to provide you with dental and group health insurance benefits substantially similar

Joel E. Legon

December 18, 2007

Page 7

to those that you were receiving immediately prior to such termination to the extent that the Company's plans then permit the Company to provide you with such benefits. Notwithstanding the foregoing, the Company shall not provide any such benefits to you to the extent that an equivalent benefit is received by you from another employer during such period, and you shall report any such benefit actually received by you to the Company;

(D) The Company shall continue to indemnify you against all claims related to actions arising prior to the termination of your employment to the fullest extent permitted by law;

(vii) Nothing in this Agreement shall prevent or limit your continuing or future participation in any plan, program, policy or practice provided by the Company to its employees and for which you may qualify nor, subject to Paragraph 11 hereof, shall anything herein limit or otherwise affect such rights as you may have under any contract or agreement between you and the Company; provided, however, that to the extent you are entitled to receive any payments hereunder upon termination of your employment, you shall not be entitled to any payments under any severance plan, program, policy or practice of the Company then in effect.

Joel E. Legon

December 18, 2007

Page 8

TAXES.

(ii) Subject to the provisions of Paragraph 5(i), all determinations required to be made under this Paragraph 5, including whether any Payments need to be reduced or eliminated and the assumptions to be utilized in arriving at such determination, shall be made by such certified public accounting firm as may be designated by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations to both the Company and you within fifteen (15) business days of the receipt of notice from you that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group affecting the Change of Control, the Company shall

Joel E. Legon

December 18, 2007

Page 9

appoint another nationally recognized accounting firm to make the determinations required hereunder. All fees and expenses of the Accounting Firm shall be borne by the Company.

6.	SUCCESSOR’S BINDING AGREEMENT.

7.	COMPETITIVE ACTIVITY.

(i) Unless the Company materially breaches this Agreement, you agree you will not while you are employed by the Company and for a period of eighteen (18) months after termination of your employment with the Company:

(A) engage in any activity that is competitive with any business which is now, or is at any time during your employment with the Company, conducted by the Company, including without limitation becoming an employee, investor (except for passive investments of not more than one percent (1%) of the outstanding shares of, or any other equity interest in, a company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), officer, agent, partner or director of, or other participant in, any firm, person or other entity in any geographic area that competes or plans to compete with the Company in the business of the development, manufacture, promotion, distribution or sale of professional or consumer film, video or audio production tools, including but not limited to, editing, special effects, 3D, animation, live sound, broadcast or newsroom products or systems, content-creation tools, media storage or other business or services in which the Company is engaged or plans to engage at the time of Executive’s termination.

(B) directly or indirectly assist others in engaging in any of the activities in which you are prohibited to engage by Paragraph 7(i)(A) above.

(C) directly or indirectly either alone or in association with others (1) solicit, or permit any organization directly or indirectly controlled by you to solicit, any employee of the Company to leave the employ of the Company, or (2) solicit for employment, hire or engage as

Joel E. Legon

December 18, 2007

Page 10

an independent contractor, or permit any organization directly or indirectly controlled by you to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time; provided that this clause (C) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of one year or longer.

(D) directly or indirectly either alone or in association with others solicit, or permit any organization directly or indirectly controlled by you to solicit, any current or future customer or supplier of the Company to cease doing business in whole or in part with the Company or otherwise adversely modify his, her or its business relationship with the Company.

(ii) It is expressly understood and agreed that (A) although you and the Company consider the restrictions contained in this Paragraph 7 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Paragraph 7 is unenforceable, such restriction shall not be rendered void but shall be deemed to be enforceable to such maximum extent as such court may judicially determine or indicate to be enforceable and (B) if any restriction contained in this Agreement is determined to be unenforceable and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

8.	INJUNCTIVE RELIEF.

You acknowledge and agree that the remedy of the Company at law for any breach of the covenants and agreements contained in Paragraph 7 of this Agreement will be inadequate, and that the Company shall be entitled to injunctive relief against any such breach or threatened breach. You represent and agree that such injunctive relief shall not prohibit you from earning a livelihood acceptable to you. You hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.

NOTICE.

For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all other notices to the Company should be directed to the attention to the Corporate Secretary of the Company, or to such address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

10.	FURTHER ASSURANCES.

Joel E. Legon

December 18, 2007

Page 11

11.	ENTIRE AGREEMENT.

12.	COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one in the same instrument.

13.	LEGAL FEES AND EXPENSES.

14.	MISCELLANEOUS.

(iii) The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof).

(vi) The payments to be made hereunder are intended to comply with, or be exempt from, the provisions of Section 409A of the Internal Revenue of 1986 (“Section 409A”) and

Joel E. Legon

December 18, 2007

Page 12

regulations thereunder. This Agreement shall be interpreted and construed accordingly.

Sincerely,

Avid Technology, Inc.

By:         /s/ Nancy Hawthorne
Name:  Nancy Hawthorne
Title:    Interim Chief Executive Officer

I acknowledge receipt and agree with the foregoing terms and conditions.

/s/ Joel E. Legon

Joel E. Legon

Date: December 18, 2007

Exhibit 10.6

Change-in-Control Agreement

Date: December 18, 2007

Sharad Rastogi

Avid Technology, Inc.

Avid Technology Park

One Park West

Tewksbury, MA 01876

TERM.

Sharad Rastogi

December 18, 2007

Page 2

2.	CHANGE-IN-CONTROL; POTENTIAL CHANGE-IN-CONTROL.

(i) For purposes of this Agreement, a “Change-in-Control of the Company” shall be deemed to have occurred only if any of the following events occur:

Sharad Rastogi

December 18, 2007

Page 3

3.	TERMINATION FOLLOWING CHANGE-IN-CONTROL.