Unassociated Document


    AMENDED
AND RESTATED

    CHANGE
IN CONTROL AGREEMENT

     

    This
Change in Control Agreement (this “Agreement”), effective as of January 13, 2011
(the “Effective Date”) is made by and between Sonic Solutions (“Sonic”) and
Mathew DiMaria (“DiMaria”).

     

    RECITALS

     

    A.           Sonic
and DiMaria previously entered
into a Change in Control Agreement dated March 18, 2009 (the “Prior
Agreement”).

     

    B.           Sonic
and DiMaria now wish to amend and
restate the Prior Agreement in its entirety as set forth
herein.

     

    Sonic and
DiMaria agree as follows:

     

    AGREEMENT

     

    Change
in Control.

     

    Definition.  For
purposes of this Agreement, “Change in Control” means a transaction or series of
related transactions that results in:  (i) a sale of all or
substantially all of the assets of either Sonic as a whole, or the Roxio Product
Group of Sonic as a unit, to a third party, (ii) the transfer of fifty
percent (50%) or more of the outstanding voting power of Sonic to a third party,
or (iii) the acquisition by a third party, by reason of any contractual
arrangement or understanding with one or more persons or entities, of the right
or power to appoint or cause to be appointed a majority of the directors or
officers of Sonic.

     

    Vesting.  In the
event of a Change in Control, all unvested stock options, restricted stock
units, or other equity compensation held by DiMaria at the time of such Change
in Control shall become automatically vested in full and immediately exercisable
without restriction.

     

    Cash Payment.  In
the event of a Change in Control, Sonic or its successor in interest shall
additionally make a lump sum payment immediately to DiMaria in a
gross  amount of $300,000, less applicable deductions or withholdings,
upon the earlier of (i) 180 days after the occurrence of such Change in Control,
or (ii) DiMaria’s termination of employment with Sonic or its successor (other
than termination by Sonic or its successor with Cause or voluntary termination
by DiMaria without Good Reason).  For purposes hereof:

     

    “Cause”
means (i) being convicted of any felony under federal or state law, or
(ii) any act of fraud, misappropriation or embezzlement, or
(iii) violation of Sonic’s Proprietary Information and Inventions Agreement
or Code of Business Conduct.

     

    “Disability”
means DiMaria’s inability to perform the normal and usual duties of DiMaria’s
position with Sonic (or its successor) by reason of any physical or medical
impairment which is reasonably expected to result in death or continue for a
period of twelve (12) consecutive months or more.

     

    
      
        
        

      

      
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    “Good
Reason” means any of the following:  (i) a material adverse
change in DiMaria’s authority, duties, or responsibilities as Executive Vice
President and General Manager of the Roxio Product Group, unless DiMaria
consents in writing to such change, (ii) a reduction in his level of base
salary of $300,000 per year, (iii) a relocation of his principal place of
employment by more than 50 miles or (iv) a material breach by Sonic (or its
successor) of this Agreement.  In addition, Good Reason shall include
termination as a result of DiMaria’s death or Disability.

     

    General.

     

    At Will
Employment.  Notwithstanding anything to the contrary herein,
DiMaria’s employment is at-will, and either DiMaria or Sonic may terminate the
employment relationship at any time, with or without cause or
notice.

     

    Section
409A.  Notwithstanding any other provision of this Agreement to
the contrary, if DiMaria is a “specified employee” within the meaning of
Section 409A of the Internal Revenue Code (the “Code”) and the related
final regulations and other guidance (“Section 409A”) at the time of
DiMaria’s termination of employment, then only that portion of the benefits
under this Agreement that do not exceed the Section 409A Limit (as defined
below) and which qualify as separation pay under Treasury Regulation Section
1.409A-1(b)(9)(iii), may be paid within the thirty (30) days following DiMaria’s
termination.  Any portion of the payment that exceeds the Section 409A
Limit will accrue during the six (6) month period following DiMaria’s
termination and will become payable in a lump sum on the date six (6) months and
one (1) day following such termination (or the next business day if such date is
not a business day).  For purposes of this Agreement,
“Section 409A Limit” means the lesser of two (2)
times:  (i) DiMaria’s annual base salary paid to DiMaria during
Company’s taxable year preceding the taxable year of DiMaria’s termination of
employment as determined under Treasury Regulation
Section 1.409A-1(b)(9)(iii)(A)(1) and any related Internal Revenue Service
guidance; or (ii) the maximum amount that may be taken into account under a
qualified plan pursuant to Section 401(a)(17) of the Code for the year in
which such termination occurs.

     

    Applicable
Law.  This Agreement will be governed by and construed in
accordance with the laws of the State of California.

     

    Withholding and
Deductions.  Sonic may withhold from any benefits and payments
made pursuant to this Agreement all federal, state, city and other taxes as may
be required pursuant to any law or governmental regulation or ruling and all
other normal employee deductions made with respect to Sonic’s employees
generally.

     

    Successors and
Assigns. This Agreement will be binding upon and inure to the
benefit of, and be enforceable by: (a) DiMaria and DiMaria’s heirs,
executors and legal representatives upon DiMaria’s death and (b) Sonic and
any successor of Sonic.  Any such successor of Sonic will be deemed
substituted for  Sonic under the terms of this Agreement for all
purposes.  For this purpose, “successor” means any person, firm,
corporation or other business entity which at any time, whether by purchase,
merger or otherwise, directly or indirectly acquires all or substantially all of
the assets or business of Sonic.  If DiMaria should die while any
amounts are due and payable to him hereunder, all such unpaid amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to  DiMaria's designated beneficiary, if living, or
otherwise to the personal representative of  DiMaria's estate. Any other
attempted assignment, transfer, conveyance or other disposition of DiMaria’s
right to compensation or other benefits will be null and void. This Agreement
shall be binding upon and inure to the benefit of Sonic and any successor of
Sonic, by merger or otherwise.  Except as provided in the preceding
sentence, this Agreement, and the rights and obligations of the parties
hereunder, are personal and neither this Agreement, nor any right, benefit, or
obligation of either party hereto, shall be subject to voluntary or involuntary
assignment, alienation or transfer, whether by operation of law or otherwise,
without the prior written consent of the other party.

     

    
      
        
        

      

      
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    Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties with respect to its subject matter, and supersedes all prior
or contemporaneous understandings or agreements, written or oral, regarding such
subject matter.  The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or enforceability
of any other provision hereof, which shall remain in full force and
effect.

     

    No Duty to
Mitigate.  DiMaria shall not be required to mitigate the amount
of any payment contemplated by this Agreement, nor shall any such payment be
reduced by any earnings that the DiMaria may receive from any other
source.

    


     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.

     

    
      	
              Matthew
      DiMaria

               

               

               

              /s/ Mathew
      DiMaria                 
      

              Date:  January 4,
      2011               
      

            	
              SONIC
      SOLUTIONS

               

               

              By:  /s/ Clay
      Leighton           
      

              Name/Title:  Co-President    
      

              Date:  January
      13, 2011         
      

            


    

     

    
      
        
        

      

      
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