ex10-2.htm


    
      

    

    Exhibit
10.2

    


    


    

    


    On2
Technologies, Inc.

    3
Corporate Drive, Suite 100

    Clifton
Park, NY 12065

    


    February
19, 2009

    


    


    Wayne A.
Boomer, Jr.

    38 Winnie
Ave,

    Ravena,
NY 12143

    


    Dear
Wayne:

    


    We are
pleased to confirm our offer of “at will” employment to you with On2
Technologies, Inc. ("On2").  We have an exciting future and a
challenging role for you to fill in helping make our future a
success.  The following is our understanding of the terms of your
employment:

    


    
      	
              Position:

            	
              Senior
      Vice President and Chief Financial Officer, reporting to Matthew C. Frost,
      Interim CEO and COO.

            
	 
      	 
      
	
              Start
      Date:

            	
              Your
      employment and appointment to the position described above will commence
      upon the resignation or termination of On2’s current Chief Financial
      Officer. However, in order to ensure a smooth transition and begin the
      process of getting familiarized with our business, we would like to engage
      you as a consultant working at our Clifton Park office beginning on or
      about February 26, 2009 for a consulting fee of $666.66 per day. Such
      consulting services will be performed pursuant to a mutually acceptable
      consulting agreement.

            
	 
      	 
      
	
              Salary:

            	
              Your
      salary will be paid at the semi-monthly rate of $6666.66, pro-rated based
      on date of hire (equivalent to $160,000.00 per annum) less applicable
      deductions, payable in accordance with On2's payroll
    policy.

            
	 
      	 
      
	
              Bonus:

            	
              You
      will be eligible to participate in On2’s senior management bonus plan with
      a maximum bonus of 20% of annual salary.

            
	 
      	 
      
	
              Equity
      Grant:

            	
              Subject
      to approval by On2’s compensation committee, you will receive a restricted
      stock grant of 175,000 shares of On2 common stock under On2’s 2005
      Incentive Compensation Plan. This grant will vest in three equal
      installments: 1/3 on the first anniversary of your start date, 1/3 on the
      second anniversary of your start date and 1/3 on the third anniversary of
      your start date.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Vacation:

            	
              15
      days per year, pro-rated from your start date for the year
      2009.

            
	 
      	 
      
	
              Performance

            	
              You
      will receive an initial performance review approximately six
      months

            
	
              Review:

            	
              after
      your start date, with subsequent performance reviews to be conducted on an
      annual basis unless otherwise determined by
On2.

            


    

    


    


    You will
be eligible to participate in our standard employee benefits programs, which
will be explained to you on your start date.  Please understand that
this offer is contingent upon a satisfactory reference and background check, as
well as you producing identification to prove you are eligible to work in the
United States.  You will also be required to sign a Non-competition,
Non-disclosure, Proprietary Information and Patent and Invention Assignment
Agreement.

    


    We are
glad you chose to join On2 Technologies, Inc. as a full-time
employee.  Please feel free to contact me with any
questions.

    


    


    
      	 	 
      	      
              Sincerely,

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/ Matthew C. Frost

            	 
      	
              /s/ Yvonne J. Petro

            	 
      
	 
      	 
      	 
      	 
      
	
              Matthew
      C. Frost

            	 
      	
              Yvonne
      J. Petro

            	 
      
	
              Interim
      CEO and COO

            	 
      	
              Human
      Resources Director

            	 
      


    

     

    


    


    
      	
              Offer
      Accepted

            	
              /s/ Wayne A. Boomer

            	 
      


    

    


    
      	
              Dated

            	
              2/26/09