Board
      of Directors Compensation Policy

     

    This
      Compensation
      Policy
      (the
“Policy”) is effective June 12, 2008. The Policy is intended to govern
      compensation for individuals serving as directors of Sonic Solutions (the
“Company”). This Policy amends and restates the Board of Directors Compensation
      Policy dated January 23, 2007.

     

    
      	1.	
              Definitions

            


    

     

    As
      used
      in this Policy, the following terms shall have the indicated
      meanings:

     

    1.1 “Outside
      Director”
      means an
      individual serving as a member of the board of directors who is not employed
      by
      the Company as an Executive Officer.

     

    1.2 “Chairman”
      means
      an
      Outside Director who serves as chairman of either the board or a standing
      committee of the board.

     

    1.3 “Annual
      Board Meeting”
      means
      that meeting of the board of directors that is held immediately following the
      annual meeting of shareholders.

     

    1.4 “Change
      of Control” shall
      have the meaning defined in the Company’s 2004 Equity Compensation
      Plan.

     

    
      	2.	
              Compensation
                Targets

            


    

     

    2.1 Annual
      Compensation Targets. The
      board
      shall consider the current annual compensation targets for Outside Directors
      and
      Chairmen and the cash compensation target percentage at the Annual Board Meeting
      and revise them if the board considers such revision desirable. The board may
      revise the annual compensation targets of Outside Directors or Chairmen or
      the
      cash compensation target percentage at any time in its sole
      discretion.

     

    2.2 Compensation
      Targets.
      Until
      otherwise determined by the board pursuant to Section 2.1 above, the annual
      compensation target for an Outside Director shall be $120,000 and the annual
      compensation target for a Chairman shall be 125% of the annual compensation
      target for an Outside Director. The cash compensation target percentage for
      both
      Outside Directors and Chairmen is set at 50% of the applicable annual
      compensation target.

     

    
      	3.	
              Calculation
                and Payment of
                Compensation

            


    

     

    
      	
            	3.1	
              Calculation
                and Payment of Cash Compensation.
                

            


    

     

    (a) Standard
      Calculation.
      Annual
      cash compensation for Outside Directors and Chairmen shall be set by taking
      the
      annual compensation target, multiplying by the cash compensation target
      percentage, and then rounding to the next highest thousand dollar increment.
      

     

    (b) Special
      Calculation.
      In the
      event the Annual Board Meeting is scheduled later than October 1 in any year,
      then, in light of the inability to calculate the next year’s annual equity
      compensation target percentage as contemplated hereunder until such Annual
      Meeting is held, effective on October 1 of that year, the equity compensation
      target percentage for both Outside Directors and Chairmen shall be shall be
      reduced to 0% and the cash compensation target percentage for both Outside
      Directors and Chairmen shall be increased to 100%, each until the occurrence
      of
      such Annual Board Meeting.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Payment.
      Cash
      compensation shall be paid to Outside Directors and Chairmen on a calendar
      quarter basis. The Company’s Chief Financial Officer is authorized to adjust
      cash compensation paid for days served (in the case of individuals joining
      or
      leaving the board, or assuming or leaving a chairmanship), or for rates which
      vary in any particular quarter.

     

    
      	
            	3.2	
              Calculation
                and Payment of Equity Compensation.

            


    

     

    (a) Type
      of Equity Compensation; When Granted; How Valued.
      Equity
      compensation may take the form of stock options, restricted stock, or other
      equity based units at the discretion of the board, and within limits imposed
      by
      applicable regulations, and shareholder authorization. Unless the board in
      its
      sole discretion determines otherwise, the same form of equity compensation
      used
      in the compensation plans of executive officers shall be used for compensation
      of Outside Directors and Chairmen. Annual equity compensation for Outside
      Directors and Chairmen shall be granted by board action at the Annual Board
      Meeting. Valuation of such equity compensation shall be performed using the
      closing price of the Company’s stock on the day of the Annual Board Meeting, or,
      if the Annual Board Meeting is held on a day on which the Company’s stock is not
      traded, using the closing price on the last day on which the Company’s stock
      traded preceding the day of the Annual Board Meeting. Valuation of equity units
      shall be made using methodologies comparable to those utilized by the Company
      for calculating stock compensation for financial reporting
      purposes.

     

    (b) Calculation
      of Equity Compensation.
      Equity
      compensation for Outside Director or Chairmen shall be calculated by multiplying
      the applicable annual compensation target by the reciprocal of the cash
      compensation target percentage. The resulting dollar amount shall then be
      divided by the value calculated for an equity based unit. The resulting number
      of units shall then be rounded up to the next even hundred units. Let us
      consider an example for an Outside Director: assume the form of equity
      compensation to be used is a stock option, that the Company’s shares are trading
      at $20, and that the application of the standard valuation formula yields a
      value of $9 per stock option. Taking the reciprocal of the target cash
      compensation percentage, that is, 50%, and multiplying the annual target by
      this
      amount, yields a value of $60,000. Dividing by the unit value yields 60,000
÷ 9
      = 6,666.67. Rounding up results in an option on 6,700 shares of the Company’s
      stock.

     

    (c) Terms
      of Equity Compensation.
      Units of
      equity compensation for Outside Directors or Chairmen shall vest over one
      year in equal monthly installments. 

     

    
      	
            	3.3	
              Compensation
                for New Board Members.
                

            


    

     

    (a) Special
      Equity Grant.
      Outside
      Directors or Chairmen who join the Company’s board (whether at the time of the
      Annual Board Meeting or another time) may receive, at the discretion of the
      board, a one-time grant of equity units greater than that made to directors
      at
      the most recent Annual Board Meeting.

     

    (b) Cash
      Compensation.
      Outside
      Directors or Chairmen who join the Company’s board at a time other than the
      Annual Board Meeting shall have their cash compensation set at the same level
      as
      that currently being paid to serving Outside Directors or Chairmen.

     

    
      
        
        

      

      
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