Registrant's 2003 Stock Plan and form of option agreement



 Exhibit 10.2 
  
 INTERVIDEO, INC. 
  
 2003 STOCK PLAN 
 (as amended and
restated on January 23, 2003) 
 (updated to reflect the 1.23-for-one forward stock split effected in June 2003) 
  
 SECTION 1 
 BACKGROUND AND PURPOSE OF THE PLAN 
  
 1.1 Background. The Plan permits the grant of Incentive Stock Option, Nonstatutory Stock Options, Stock Purchase Rights, Restricted Stock, Stock Appreciation Rights, Performance Units and Performance Shares.

  
 1.2 Purpose. The purposes of this 2003 Stock Plan are
(a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provide additional incentive to Employees, Directors and Consultants, and (c) to promote the success of the Company’s business.

  
 SECTION 2 
 DEFINITIONS 
  
 As used herein, the following definitions shall apply: 
  
 2.1 “Administrator” means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the
Plan. 
  
 2.2 “Affiliated SAR” means an SAR that
is granted in connection with a related Option, and which automatically will be deemed to be exercised at the same time that the related Option is exercised. 
  
 2.3 “Applicable Laws” means the requirements relating to the administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

  
 2.4 “Award” means, individually or
collectively, a grant under the Plan of Options, SARs, Stock Purchase Rights, Restricted Stock, Performance Units or Performance Shares. 
  
 2.5 “Award Agreement” means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan.
The Award Agreement is subject to the terms and conditions of the Plan. 
  
 2.7 “Board” means the Board of Directors of the Company. 
  
 2.8 “Change in Control” means the occurrence of any of the following events: 







 2.8.1 Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then
outstanding voting securities; 
  
 2.8.2 The consummation of the
sale or disposition by the Company of all or substantially all of the Company’s assets; 
  
 2.8.3 A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” means directors
who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination
(but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or 
  
 2.8.4 The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its
parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. 
  
 2.9 “Code” means the Internal Revenue Code of 1986, as
amended. Any reference to a section of the Code herein shall be a reference to any successor or amended section of the Code. 
  
 2.10 “Committee” means a committee appointed by the Board in accordance with Section 4 of the Plan. 
  
 2.11 “Common Stock” means the common stock of the Company.

  
 2.12 “Company” means InterVideo, Inc., a
Delaware corporation, or any successor thereto. 
  
 2.13
“Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity. 
  
 2.14 “Director” means a member of the Board. 
  
 2.15 “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided
that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator
from time to time. 
  
 2.16 “Employee” means any
person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment”
by the Company. 
  

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 2.17 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

 
 2.18 “Exchange Program” means a program under which (a)
outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash, and/or (b) the exercise price of an outstanding Award is
reduced. The terms and conditions of any Exchange Program shall be determined by the Administrator in its sole discretion. 
  
 2.19 “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 
  
 2.19.1 If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 
  
 2.19.2 If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the
Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems
reliable; or 
  
 2.19.3 In the absence of an established market
for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator. 
  
 2.20 “Fiscal Year” means the fiscal year of the Company. 
  
 2.22 “Freestanding SAR” means a SAR that is granted independently of any Option. 
  
 2.24 “Incentive Stock Option” means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
  
 2.25 “Inside Director” means a Director who is an Employee. 
  
 2.26 “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

  
 2.27 “Officer” means a person who is an
officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
  
 2.28 “Option” means a stock option granted pursuant to the Plan. 
  
 2.29 “Optioned Stock” means the Common Stock subject to an Award. 
  
 2.30 “Outside Director” means a Director who is not an
Employee. 
  

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 2.31 “Parent” means a “parent corporation,” whether now or hereafter existing,
as defined in Section 424(e) of the Code. 
  
 2.32
“Participant” means the holder of an outstanding Award granted under the Plan. 
  
 2.33 “Performance Share” means an Award granted to a Participant pursuant to Section 9. 
  
 2.34 “Performance Unit” means an Award granted to a
Participant pursuant to Section 9. 
  
 2.33 “Period of
Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of
time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator, in its discretion. 
  
 2.35 “Plan” means this 2003 Stock Plan. 
  
 2.36 “Registration Date” means the effective date of the first registration statement which is filed by the Company and declared
effective pursuant to Section 12(g) of the Exchange Act, with respect to any class of the Company’s securities. 
  
 2.37 “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Section 6 of the Plan or
issued pursuant to Section 7 of the Plan. 
  
 2.38 “Rule
16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. 
  

2.39 “Section 16(b) “ means Section 16(b) of the Exchange Act. 
  
 2.40 “Service Provider” means an Employee, Director or Consultant. 
  
 2.41 “Share” means a share of the Common Stock, as adjusted
in accordance with Section 3 of the Plan. 
  
 2.42 “Stock
Appreciation Right” or “SAR” means an Award, granted alone or in connection with a related Option, that pursuant to Section 8 is designated as an SAR. 
  
 2.43 “Stock Purchase Right” means the right to purchase Common Stock pursuant to Section 6 of the Plan.

  
 2.44 “Subsidiary” means a “subsidiary
corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 
  
 2.45 “Tandem SAR” means an SAR that is granted in connection with a related Option, the exercise of which shall require forfeiture of the
right to purchase an equal number of Shares under the related Option (and when a Share is purchased under the Option, the SAR shall be canceled to the same extent). 
  

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 SECTION 3 
 SHARES SUBJECT TO THE PLAN 
  
 3.1 Stock Subject to the Plan. The maximum aggregate number of Shares that may be optioned and sold under the Plan consists of (a) 216,480 Shares initially reserved for issuance under the Plan, (b) any Shares which have been reserved
but not issued under the Company’s 1998 Stock Option Plan (the “1998 Plan”), as of the Registration Date, (c) any Shares returned to the 1998 Plan as a result of the termination of options or the repurchase of unvested Shares issued
under the 1998 Plan, on or after the Registration Date, and (d) an annual increase to be added on the first day of the 2004 Fiscal Year, equal to the lesser of (i) 1,082,400 shares, (ii) 5% of the outstanding shares on such date or (iii) an amount
determined by the Board. The Shares may be authorized, but unissued, or reacquired Common Stock. Subject to the following paragraph, the maximum aggregate number of Shares that may be optioned and sold under the Plan pursuant to subsections (a), (b)
and (c) shall not exceed the sum of subsections (a), (b) and (c). 
  
 3.2 Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Exchange Program, the unpurchased Shares which were subject thereto shall become available for
future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan, whether upon exercise or grant of an Award, shall not be returned to the Plan and shall not
become available for future distribution under the Plan, except that if unvested Shares are forfeited or repurchased by the Company at their original purchase price or, if less than their original purchase price, their fair market value, such Shares
shall become available for future grant under the Plan. 
  
 3.3
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares such that an adjustment is determined by the Administrator (in its sole
discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust the number
and class of Shares which may be delivered under the Plan, the number, class, and price of Shares covered by each outstanding Option and Stock Purchase Right, and the numerical Share limits of Section 5. 
  
 3.4 Share Reserve. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
  
 SECTION 4 
 ADMINISTRATION OF THE PLAN

  
 4.1 Procedure. 
  
 4.1.1 Multiple Administrative Bodies. Different Committees with
respect to different groups of Service Providers may administer the Plan. 
  

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 4.1.2 Section 162(m). To the extent that the Administrator determines it to be desirable to
qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of
Section 162(m) of the Code. 
  
 4.1.3 Rule 16b-3. To the
extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3. 
  
 4.1.4 Other Administration. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws. 
  
 4.2 Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by
the Board to such Committee, the Administrator shall have the authority, in its discretion: (a) to determine the Fair Market Value; (b) to select the Service Providers to whom Awards may be granted hereunder; (c) to determine the number of shares of
Common Stock to be covered by each Award granted hereunder; (d) to approve forms of agreement for use under the Plan; (e) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms
and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; (f) to institute an Exchange Program; (g) to construe and interpret the
terms of the Plan and awards granted pursuant to the Plan; (h) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable
foreign laws; (i) to modify or amend each Award (subject to Section 17.3 of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan; (j) to
allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Award that number of Shares having a Fair Market Value equal to the minimum amount required to be
withheld (the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined and all elections by a Participant to have Shares withheld for this purpose shall be made in such
form and under such conditions as the Administrator may deem necessary or advisable); (k) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;
(l) allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award, and (m) to make all other determinations deemed necessary or advisable for administering
the Plan. 
  
 4.3 Effect of Administrator’s Decision.
The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards. 
  

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 SECTION 5 
 STOCK OPTIONS 
  
 5.1
Limitations. 
  
 5.1.1 Incentive Stock Options may be
granted only to Employees. 
  
 5.1.2 Each Option shall be
designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 5.1.2, Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 
  
 5.1.3 The following limitations shall apply to grants of Options: 

 
 (a) No Service Provider shall be granted, in any Fiscal Year, Options to
purchase more than 1,082,400 Shares. 
  
 (b) In connection with
his or her initial service as an Employee, a Service Provider may be granted Options to purchase up to an additional 541,200 Shares, which shall not count against the limit set forth in subsection (a) above. 
  
 (c) The foregoing limitations shall be adjusted proportionately in
connection with any change described in Section 3.3. 
  
 (d) If
an Option is cancelled in the same Fiscal Year in which it was granted (other than in connection with a transaction described in Section 13), the cancelled Option will be counted against the limits set forth in subsections (a) and (b) above. For
this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of the Option and the grant of a new Option. 
  
 5.2 Term of Option. The term of each Option shall be stated in the Award Agreement. In the case of an Incentive Stock Option, the term shall be ten
(10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter
term as may be provided in the Award Agreement. 
  
 5.3 Option
Exercise Price and Consideration. 
  
 5.3.1 Exercise
Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following: 
  

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 (a) In the case of an Incentive Stock Option 
  
 (i) granted to an Employee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the
date of grant. 
  
 (ii) granted to any Employee other than an
Employee described in paragraph (i) immediately above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. 
  
 (b) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator. In
the case of a Nonstatutory Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant. 
  
 (c) Notwithstanding the foregoing, Options
may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate transaction. 
  
 5.3.2 Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period
within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised. 
  
 5.3.3 Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (i) cash; (ii) check; (iii) promissory note; (iv) other
Shares which, in the case of Shares acquired from the Company, (A) have been owned by the Participant for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Option shall be exercised; (v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; (vi) a reduction in the amount of any Company
liability to the Participant, including any liability attributable to the Participant’s participation in any Company-sponsored deferred compensation program or arrangement; (vii) any combination of the foregoing methods of payment; or (viii)
such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws. 
  
 5.4 Exercise of Option. 
  
 5.4.1 Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. 
  
 An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance
with the Award Agreement) from the person entitled 
  

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 to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment
may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the
Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 3.3 of the Plan. 
  
 Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which the Option is exercised. 
  
 5.4.2 Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s death or Disability, the Participant may exercise his or her
Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement).
In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three (3) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan. 
  
 5.4.3
Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to
the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain
exercisable for twelve (12) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
  
 5.4.4 Death of Participant. If a Participant dies while a Service
Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised
later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the
Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is 
  

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 transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the
absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following Participant’s death. If, at the time of death, Participant is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 

 
 SECTION 6 
 STOCK PURCHASE RIGHTS 
  
 6.1 Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the
Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of an Award Agreement, of the terms, conditions and restrictions related to the offer, including the
number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer. The offer shall be accepted by execution of an Award Agreement in the form determined by the
Administrator. 
  
 6.2 Repurchase Option. Unless the
Administrator determines otherwise, the Award Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or
Disability). The purchase price for Shares repurchased pursuant to the Award Agreement shall be determined by the Administrator and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at
a rate determined by the Administrator. 
  
 6.3 Other
Provisions. The Award Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 
  
 6.4 Rights as a Stockholder. Once the Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for
a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 3.3 of the Plan. 
  

SECTION 7 
 RESTRICTED STOCK

  
 7.1 Grant of Restricted Stock. Subject to the terms
and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, shall determine. The Administrator, in its sole
discretion, shall determine the number of Shares to be granted to each Service Provider. 
  
 7.2 Restricted Stock Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and 
  

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 such other terms and conditions as the Administrator, in its sole discretion, shall determine. Unless the Administrator
determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed. 
  
 7.3 Transferability. Except as provided in this Section 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of Restriction. 
  
 7.4 Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. 
  
 7.5 Removal of Restrictions. Except as otherwise provided in this
Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may
accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Service Provider shall be entitled to have any legend or legends under Section 7.4.3 removed from his or her Share certificate, and the
Shares shall be freely transferable by the Service Provider. 
  
 7.6 Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

  
 7.7 Dividends and Other Distributions. During the
Period of Restriction, Service Providers holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends
or distributions are paid in Shares, the Shares shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. 
  
 7.8 Return of Restricted Stock to Company. On the date set forth in
the Award Agreement, the Restricted Stock for which restrictions have not lapsed shall revert to the Company and again shall become available for grant under the Plan. 
  
 SECTION 8 
 STOCK APPRECIATION RIGHTS 
  
 8.1 Grant of
SARs. Subject to the terms and conditions of the Plan, an SAR may be granted to Service Providers at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator may grant Affiliated SARs,
Freestanding SARs, Tandem SARs, or any combination thereof. 
  
 8.1.1 Number of Shares. The Administrator shall have complete discretion to determine the number of SARs granted to any Service Provider. 
  
 8.1.2 Exercise Price and Other Terms. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the
terms and conditions of SARs granted 
  

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 under the Plan. However, the exercise price of Tandem or Affiliated SARs shall equal the Exercise Price of the related
Option. 
  
 8.2 Exercise of Tandem SARs. Tandem SARs may be
exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related
Option is then exercisable. With respect to a Tandem SAR granted in connection with an Incentive Stock Option: (a) the Tandem SAR shall expire no later than the expiration of the underlying Incentive Stock Option; (b) the value of the payout with
respect to the Tandem SAR shall be for no more than one hundred percent (100%) of the difference between the Exercise Price of the underlying Incentive Stock Option and the Fair Market Value of the Shares subject to the underlying Incentive Stock
Option at the time the Tandem SAR is exercised; and (c) the Tandem SAR shall be exercisable only when the Fair Market Value of the Shares subject to the Incentive Stock Option exceeds the Exercise Price of the Incentive Stock Option. 
  
 8.3 Exercise of Affiliated SARs. An Affiliated SAR shall be deemed to
be exercised upon the exercise of the related Option. The deemed exercise of an Affiliated SAR shall not necessitate a reduction in the number of Shares subject to the related Option. 
  
 8.4 Exercise of Freestanding SARs. Freestanding SARs shall be exercisable on such terms and conditions as the
Administrator, in its sole discretion, shall determine. 
  
 8.5
SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion,
shall determine. 
  
 8.6 Expiration of SARs. An SAR granted
under the Plan shall expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 5.4 also shall apply to SARs. 
  
 8.7 Payment of SAR Amount. Upon exercise of an SAR, a Participant
shall be entitled to receive payment from the Company in an amount determined by multiplying: 
  
 (a) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times 
  
 (b) The number of Shares with respect to which the SAR is exercised. 
  
 At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in
some combination thereof. 
  
 SECTION 9 
 PERFORMANCE UNITS AND PERFORMANCE SHARES 
  
 9.1 Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time to
time, as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant. 
  

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 9.2 Value of Performance Units/Shares. Each Performance Unit shall have an initial value that is
established by the Administrator on or before the date of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. 
  
 9.3 Performance Objectives and Other Terms. The Administrator shall set performance objectives in its discretion
which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives must be met shall be called
the “Performance Period.” Each Award of Performance Units/Shares shall be evidenced by an Award Agreement that shall specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, shall
determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its
discretion. 
  
 9.4 Earning of Performance Units/Shares.
After the applicable Performance Period has ended, the holder of Performance Units/Shares shall be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a
function of the extent to which the corresponding performance objectives have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives for such Performance
Unit/Share. 
  
 9.5 Form and Timing of Payment of Performance
Units/Shares. Payment of earned Performance Units/Shares shall be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the
form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. 
  
 9.6 Cancellation of Performance Units/Shares. On the date set forth in
the Award Agreement, all unearned or unvested Performance Units/Shares shall be forfeited to the Company, and again shall be available for grant under the Plan. 
  

SECTION 10 
 FORMULA OPTION GRANTS
TO OUTSIDE DIRECTORS 
  
 All grants of Options to Outside
Directors pursuant to this Section shall be automatic and nondiscretionary and shall be made strictly in accordance with the following provisions: 
  
 10.1 Type of Option. All Options granted pursuant to this Section shall be Nonstatutory Stock Options and, except as otherwise provided herein,
shall be subject to the other terms and conditions of the Plan. 
  
 10.2 No Discretion. No person shall have any discretion to select which Outside Directors shall be granted Options under this Section or to determine the number of Shares to be covered by such Options. 
  
 10.3 First Option. Each person who first becomes an Outside Director
following the Registration Date shall be automatically granted an Option to purchase 20,295 Shares (the “First 
  

 -13- 








 Option”) on or about the date on which such person first becomes an Outside Director, whether through election by
the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director but who remains a Director shall not receive a First Option. 
  
 10.4 Subsequent Option. Each Outside Director shall be automatically
granted an Option to purchase 5,412 Shares (a “Subsequent Option”) on each date of the annual meeting of the stockholders of the Company beginning in 2004, if as of such date, he or she shall have served on the Board for at least the
preceding six (6) months. 
  
 10.5 Limitation.
Notwithstanding the provisions of Sections 10.3 and 10.4, any exercise of an Option granted before the Company has obtained stockholder approval of the Plan in accordance with Section 20 shall be conditioned upon obtaining such stockholder approval
of the Plan in accordance with Section 20. 
  
 10.6 Terms.
The terms of each Option granted pursuant to this Section shall be as follows: 
  
 10.6.1 The term of the Option shall be ten (10) years. 
  
 10.6.2 The exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Option. 
  
 10.6.3 Subject to Section 13, the First Option shall vest and become exercisable as to 33 1/3% of the Shares subject to the Option on the first
anniversary of its date of grant, and as to 1/36 of the Shares subject to the Option each full month thereafter, provided that the Participant continues to serve as a Service Provider on such dates. 
  
 10.6.4 Subject to Section 13, the Subsequent Option shall vest and become
exercisable as to 100% of the Shares subject to the Option on the anniversary of its date of grant, provided that the Participant continues to serve as a Service Provider on such date. 
  
 SECTION 11 
 LEAVE OF ABSENCE 
  
 Unless the Administrator
provides otherwise, vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.

  

 -14- 








 SECTION 12 
 TRANSFERABILITY OF AWARDS 
  
 Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during
the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate. 
  
 SECTION 13 
 DISSOLUTION OR LIQUIDATION OR CHANGE IN CONTROL 
  
 13.1 Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each
Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action. 
  
 13.2 Change in Control. In the event of a Change in Control, each
outstanding Option, and Stock Purchase Right shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. 
  
 In the event that the successor corporation refuses to assume or substitute
for the Option or Stock Purchase Right, the Participant shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Participant in writing or electronically that the
Option or Stock Purchase Right shall be fully vested and exercisable (subject to the consummation of the Change of Control) for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon
the expiration of such period. 
  
 With respect to Options granted
to an Outside Director that are assumed or substituted for, if following such assumption or substitution the Participant’s status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary
resignation by the Participant, then the Participant shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. 
  
 For the purposes of this subsection (c), the Option or Stock Purchase Right
shall be considered assumed if, following the Change in Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right immediately prior to the Change in Control,
the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of 
  

 -15- 








 the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase
Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock
in the Change in Control.] 
  
 SECTION 14 
 NO EFFECT ON EMPLOYMENT OR SERVICE 
  
 Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service
Provider with the Company, nor shall they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. 

 
 SECTION 15 
 DATE OF GRANT 
  
 The date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the
determination shall be provided to each Participant within a reasonable time after the date of such grant. 
  
 SECTION 16 
 TERM OF PLAN 
  
 Subject to Section 20 of the Plan, the Plan shall become effective upon its
adoption by the Board. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 17 of the Plan. 
  
 SECTION 17 
 AMENDMENT AND TERMINATION
OF THE PLAN 
  
 17.1 Amendment and Termination. The
Administrator may at any time amend, alter, suspend or terminate the Plan. 
  
 17.2 Stockholder Approval. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. 
  
 17.3 Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company.
Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 
  

 -16- 








 SECTION 18 
 CONDITIONS UPON ISSUANCE OF SHARES 
  
 18.1 Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall
be further subject to the approval of counsel for the Company with respect to such compliance. 
  
 18.2 Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. 
  
 SECTION 19 
 INABILITY TO OBTAIN AUTHORITY 
  
 The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 
  
 SECTION 20 
 STOCKHOLDER APPROVAL 
  
 The Plan shall be subject
to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under Applicable Laws. 
  
 SECTION 21 
 WITHHOLDING 
  
 21.1 Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof). 
  
 21.2 Withholding Arrangements. The Administrator, in its sole
discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shares, or
(b) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld. The amount of the withholding requirement shall be deemed to include any amount which the Administrator agrees may be withheld
at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date 
  

 -17- 








 that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or
delivered shall be determined as of the date that the taxes are required to be withheld. 
  

 -18- 








 INTERVIDEO, INC. 
  
 2003 STOCK PLAN 
  
 STOCK OPTION AGREEMENT 
  
 Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this stock option agreement (the “Option
Agreement”). 
  

	I.	 	NOTICE OF STOCK OPTION GRANT 

  
 [Optionee’s Name and Address] 
  
 You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as
follows: 
  

	Grant Number	 	 
	 	 	

		
	Date of Grant	 	 
	 	 	

		
	Vesting Commencement Date	 	 
	 	 	

		
	Exercise Price per Share	 	$
	 	 	

		
	Total Number of Shares Granted	 	 
	 	 	

		
	Total Exercise Price	 	$
	 	 	

		
	Type of Option:	 	           Incentive Stock Option
		
	 	 	           Nonstatutory Stock Option
		
	Term/Expiration Date:	 	 
	 	 	


  
 Vesting
Schedule: 
  
 This Option may be exercised, in whole or in
part, in accordance with the following schedule: 
  
 25% of the
Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date, subject to the
Optionee continuing to be a Service Provider on such dates. 
  









 Termination Period: 
  
 This Option may be exercised for three months after Optionee ceases to be a Service Provider. Upon the death or Disability
of the Optionee, this Option may be exercised for twelve months after Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above. 
  

	II.	 	AGREEMENT 

  
 A.    Grant of Option. 
  
 The Administrator hereby grants to the individual named in the Notice of Stock Option Grant (the Notice of Grant”) in Part I of this
Agreement (the “Optionee”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject
to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 17.3 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail. 
  
 If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock
Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”). 
  
 B.    Exercise of Option. 
  
 (a)    Right to Exercise.    This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement. 
  
 (b)    Method of Exercise.    This Option is exercisable by delivery of an exercise notice,
in the form attached as Exhibit A (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other
representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be properly completed by the Optionee and delivered to the
[            ] of the Company (or his or her designee). The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. 
  
 No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws.
Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares. 
  

 -2- 








 C.    Method of Payment. 
  
 Payment of the aggregate Exercise Price shall be by any of the following, or
a combination thereof, at the election of the Optionee: 
  

	 	1.	 	cash; or 

  

	 	2.	 	check; or 

  

	 	3.	 	consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; or 

  

	 	4.	 	surrender of other Shares which, in the case of Shares acquired from the Company, (a) have been owned by the Optionee for more than six (6) months on the date of surrender, and (b)
have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 

  
 D.    Non-Transferability of Option. 
  

This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised
during the lifetime of Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
  
 E.    Term of Option. 
  
 This Option may be exercised only within the term set out in
the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement. 
  
 F.    Tax Consequences. 
  
 Some of the federal tax consequences relating to this Option, as of the date of this Option, are set forth below. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 
  
 G.    Exercising the Option. 
  
 1.    Nonstatutory Stock Option.    The Optionee may incur
regular federal income tax liability upon exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on
the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her compensation or collect from Optionee and pay to the applicable taxing
authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

  

 -3- 








 2.    Incentive Stock Option.    If this
Option qualifies as an ISO, the Optionee will have no regular federal income tax liability upon its exercise, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price
will be treated as an adjustment to alternative minimum taxable income for federal tax purposes and may subject the Optionee to alternative minimum tax in the year of exercise. In the event that the Optionee ceases to be an Employee but remains a
Service Provider, any Incentive Stock Option of the Optionee that remains unexercised shall cease to qualify as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option on the date three (3) months and one (1)
day following such change of status. 
  
 3.    Disposition of Shares. 
  
 (a)    NSO.    If the Optionee holds NSO Shares for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for
federal income tax purposes. 
  
 (b)    ISO.    If the Optionee holds ISO Shares for at least one year after exercise and two years after the grant date, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes. If the Optionee disposes of ISO Shares within one year after exercise or two years after the grant date, any gain realized on such disposition will be treated as compensation income (taxable at
ordinary income rates) to the extent of the excess, if any, of the lesser of (A) the difference between the Fair Market Value of the Shares acquired on the date of exercise and the aggregate Exercise Price, or (B) the difference between the sale
price of such Shares and the aggregate Exercise Price. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held. 
  
 (c)    Notice of Disqualifying Disposition of ISO
Shares.    If the Optionee sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, the Optionee
shall immediately notify the Company in writing of such disposition. The Optionee agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by
payment in cash or out of the current earnings paid to the Optionee. 
  
 H.    Entire Agreement; Governing Law. 
  
 The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of the State of California. 
  
 I.    NO GUARANTEE OF CONTINUED SERVICE. 
  
 OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING 

  

 -4- 








 
SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
  
 By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted
under and governed by the terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and
Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
  

	 	 	OPTIONEE:	 	 	 	 	 	INTERVIDEO, INC.
					
	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	

	 	 	Signature	 	 	 	 	 	By
					
	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	

	 	 	Print Name	 	 	 	 	 	Title
					
	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 	 	Residence Address	 	 	 	 	 	 
					
	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 

  

 -5- 








 EXHIBIT A 
  
 STOCK OPTION EXERCISE FORM 
  
 InterVideo, Inc. 
 47350 Fremont Blvd.

 Fremont, CA 94538 
  
 Attention:  Corporate Secretary 
  
 Gentlemen: 
  
 The undersigned (“Purchaser”) elects to exercise the Option to purchase
             shares (the “Shares”) of Common Stock of the Company under and pursuant to the 2003 Stock Plan (the “Plan”) and the option agreement dated,
                     (the “Option Agreement”). The purchase price for the Shares shall be
$             as required by the Option Agreement. 
  
 Purchaser herewith delivers to the Company the full purchase price for the Shares. 
  
 My address of record is: 
  

  

  

  
 and my social security Number is:                     . 
  
 1.    Representations of Purchaser.    Purchaser acknowledges that Purchaser
has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 
  
 2.    Rights as Shareholder.    Until the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in
Section 3 of the Plan. 
  
 3.    Tax
Consultation.    Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents 

  









 
that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that
Purchaser is not relying on the Company for any tax advice. 
  
 4.    Entire Agreement; Governing Law.    The Plan and Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the
Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of California. 
  

	 Submitted by:
  
 PURCHASER:
	 	 	 	 Accepted by:
  
 INTERVIDEO, INC.

			
	 	 	 	 	 
	
	 	 	 	

	Signature	 	 	 	By
			
	 	 	 	 	 
	
	 	 	 	

	Print Name	 	 	 	Its
				
	 	 	 	 	 	 	 Address:
  
 INTERVIDEO, INC.
 47350 Fremont Blvd.
 Fremont, CA 94538

				
	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	Date Received

  

 -2- 








 INTERVIDEO, INC. 
  
 2003 STOCK PLAN 
  
 NOTICE OF GRANT OF STOCK PURCHASE RIGHT 
  
 Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice of Grant. 
  
 [Grantee’s Name and Address] 
  
 You have been granted the right to purchase Common Stock of the Company,
subject to the Company’s Repurchase Option and your ongoing status as a Service Provider (as described in the Plan and the attached Restricted Stock Purchase Agreement), as follows: 
  

	Grant Number	  	 
	 	  	

		
	Date of Grant	  	 
	 	  	

		
	Price Per Share	  	$
	 	  	

		
	 Total Number of Shares Subject
 to This Stock
Purchase Right
	  	 
	 	  	

		
	Expiration Date:	  	 
	 	  	


  
 YOU MUST EXERCISE THIS
STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. By your signature and the signature of the Company’s representative below, you and the Company agree that this Stock
Purchase Right is granted under and governed by the terms and conditions of the 2003 Stock Plan and the Restricted Stock Purchase Agreement, attached hereto as Exhibit A-1, both of which are made a part of this document. You further agree to execute
the attached Restricted Stock Purchase Agreement as a condition to purchasing any shares under this Stock Purchase Right. 
  

	GRANTEE:	 	 	 	INTERVIDEO, INC.
			
	 	 	 	 	 
	
	 	 	 	

	Signature	 	 	 	By
			
	 	 	 	 	 
	
	 	 	 	

	Print Name	 	 	 	Title

  









 EXHIBIT A-1 
  
 INTERVIDEO, INC. 
  
 2003 STOCK PLAN 
  
 RESTRICTED STOCK PURCHASE AGREEMENT 
  
 Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Purchase Agreement.

  
 WHEREAS the Purchaser named in the Notice of Grant of Stock
Purchase Right, (the “Purchaser”) is a Service Provider, and the Purchaser’s continued participation is considered by the Company to be important for the Company’s continued growth; and 
  
 WHEREAS in order to give the Purchaser an opportunity to acquire an equity
interest in the Company as an incentive for the Purchaser to participate in the affairs of the Company, the Administrator has granted to the Purchaser a Stock Purchase Right subject to the terms and conditions of the Plan and the Notice of Grant of
Stock Purchase Right (the “Notice of Grant”), which are incorporated herein by reference, and pursuant to this Restricted Stock Purchase Agreement (the “Agreement”). 
  
 NOW THEREFORE, the parties agree as follows: 
  
 1.    Sale of Stock.    The Company hereby agrees to sell to the Purchaser
and the Purchaser hereby agrees to purchase shares of the Company’s Common Stock (the “Shares”), at the per Share purchase price and as otherwise described in the Notice of Grant. 
  
 2.    Payment of Purchase
Price.    The purchase price for the Shares may be paid by delivery to the Company at the time of execution of this Agreement of cash, a check, or some combination thereof. 
  
 3.    Repurchase Option. 
  
 (a)    In the event the Purchaser ceases
to be a Service Provider for any or no reason (including death or disability) before all of the Shares are released from the Company’s Repurchase Option (see Section 4), the Company shall, upon the date of such termination (as reasonably fixed
and determined by the Company) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in
Section 4) at the original purchase price per share (the “Repurchase Price”). The Repurchase Option shall be exercised by the Company by delivering written notice to the Purchaser or the Purchaser’s executor (with a copy to the Escrow
Holder) AND, at the Company’s option, (i) by delivering to the Purchaser or the Purchaser’s executor a check in the amount of the aggregate Repurchase Price, or (ii) by canceling an amount of the Purchaser’s 

  









 
indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation
of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and
interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. 
  
 (b)    Whenever the Company shall have the right to repurchase Shares hereunder, the
Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company’s purchase rights under this Agreement and purchase all or a
part of such Shares. If the Fair Market Value of the Shares to be repurchased on the date of such designation or assignment (the “Repurchase FMV”) exceeds the aggregate Repurchase Price of such Shares, then each such designee or assignee
shall pay the Company cash equal to the difference between the Repurchase FMV and the aggregate Repurchase Price of such Shares. 
  
 4.    Release of Shares From Repurchase Option. 
  
 (a)                
percent (            %) of the Shares shall be released from the Company’s Repurchase Option [one year] after the Date of Grant and
             percent (            %) of the Shares [at the end of each month thereafter], provided that the
Purchaser does not cease to be a Service Provider prior to the date of any such release. 
  
 (b)    Any of the Shares that have not yet been released from the Repurchase Option are referred to herein as
“Unreleased Shares.” 
  
 (c)    The Shares that have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser’s request (see Section 6). 
  
 5.    Restriction on Transfer.    Except for the escrow described in Section
6 or the transfer of the Shares to the Company or its assignees contemplated by this Agreement, none of the Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until such Shares are released
from the Company’s Repurchase Option in accordance with the provisions of this Agreement, other than by will or the laws of descent and distribution. 
  
 6.    Escrow of Shares. 
  
 (a)    To ensure the availability for delivery of the Purchaser’s Unreleased Shares upon repurchase by the
Company pursuant to the Repurchase Option, the Purchaser shall, upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (the “Escrow Holder”) the share certificates representing the Unreleased
Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A-2. The Unreleased Shares and stock assignment shall be held by the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser
attached hereto as Exhibit A-3, until such time as the Company’s Repurchase Option expires. 
  

 -2- 








 (b)    The Escrow Holder shall not be liable for any act it may do or
omit to do with respect to holding the Unreleased Shares in escrow while acting in good faith and in the exercise of its judgment. 
  
 (c)    If the Company or any assignee exercises the Repurchase Option hereunder, the Escrow Holder, upon receipt of
written notice of such exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. 
  
 (d)    When the Repurchase Option has been exercised or expires unexercised or a portion of the Shares has been
released from the Repurchase Option, upon request the Escrow Holder shall promptly cause a new certificate to be issued for the released Shares and shall deliver the certificate to the Company or the Purchaser, as the case may be. 
  
 (e)    Subject to the terms hereof, the
Purchaser shall have all the rights of a shareholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. If, from time to time
during the term of the Repurchase Option, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new,
substituted or additional securities to which the Purchaser is entitled by reason of the Purchaser’s ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as
“Shares” for purposes of this Agreement and the Repurchase Option. 
  
 7.    Legends.    The share certificate evidencing the Shares, if any, issued hereunder shall be endorsed with the following legend (in addition to any legend required
under applicable state securities laws): 
  
 THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

  
 8.    Adjustment for Stock
Split.    All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares that may be made
by the Company after the date of this Agreement. 
  
 9.    Tax Consequences.    The Purchaser has reviewed with the Purchaser’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be
responsible for the Purchaser’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”),
taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, “restriction” includes the 

  

 -3- 








 
right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time
the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-4
hereto. 
  
 THE PURCHASER ACKNOWLEDGES THAT IT IS THE
PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER’S BEHALF. 
  
 10.    General Provisions. 
  
 (a)    This Agreement shall be governed
by the internal substantive laws, but not the choice of law rules of the State of California. This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect
to the purchase of the Shares by the Purchaser. Subject to Section 17 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall
prevail. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. 
  
 (b)    Any notice, demand or request required or permitted to be given by either the Company or the Purchaser pursuant
to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end
of this Agreement or such other address as a party may request by notifying the other in writing. 
  
 Any notice to the Escrow Holder shall be sent to the Company’s address with a copy to the other party hereto. 
  
 (c)    The rights of the Company under
this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the
Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 
  
 (d)    Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a
waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and shall not constitute a waiver of either party’s right to assert
any other legal remedy available to it. 
  
 (e)    The Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 
  
 (f)    PURCHASER ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING 

  

 -4- 








 
SERVICE AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PURCHASER’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 
  
 By Purchaser’s signature below, Purchaser represents
that he or she is familiar with the terms and provisions of the Plan, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Purchaser has reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Purchaser agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions arising under the Plan or this Agreement. Purchaser further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant. 
  

	 	 	DATED:                                     
                 	 	 	 	 	 	 
					
	 	 	PURCHASER:	 	 	 	 	 	INTERVIDEO, INC.
					
	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	

	 	 	Signature	 	 	 	 	 	By
					
	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	

	 	 	Print Name	 	 	 	 	 	Title

  

 -5- 








 EXHIBIT A-2 
  
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
  
 FOR VALUE RECEIVED I,
                    , hereby sell, assign and transfer unto
                    
                     (            ) shares of the Common Stock of
InterVideo, Inc., standing in my name of the books of said corporation represented by Certificate No.              herewith and do hereby irrevocably constitute and appoint
                     to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

  
 This Stock Assignment may be used only in accordance with the
Restricted Stock Purchase Agreement (the “Agreement”) between                      and the undersigned dated
                    ,             . 
  
 Dated:
                    ,              
  

		
	Signature:	 	 
	 	 	



  
 INSTRUCTIONS:  Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise the Repurchase Option, as set forth in the Agreement, without requiring
additional signatures on the part of the Purchaser. 
  
  









 EXHIBIT A-3 
  
 JOINT ESCROW INSTRUCTIONS 
  
                     ,
             
  
 Corporate Secretary 
 InterVideo, Inc. 
 [address]

  
 Dear
                    : 
  
 As Escrow Agent for both InterVideo, Inc., a Delaware corporation (the “Company”), and the undersigned purchaser of stock of the Company (the
“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (“Agreement”) between the Company and the undersigned, in
accordance with the following instructions: 
  
 1.    In the event the Company and/or any assignee of the Company (referred to collectively as the “Company”) exercises the Company’s Repurchase Option set forth in the Agreement, the Company shall give to
Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and
direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 
  
 2.    At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the
number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a
check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s Repurchase Option. 
  
 3.    Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you
hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required
applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a shareholder of the Company while the stock is held by you. 
  









 4.    Upon written request of the Purchaser, but no more than once per calendar year,
unless the Company’s Repurchase Option has been exercised, you shall deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Company’s Repurchase Option. Within 90 days after
Purchaser ceases to be a Service Provider, you shall deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant
to exercise of the Company’s Repurchase Option. 
  
 5.    If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be
discharged of all further obligations hereunder. 
  
 6.    Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. 
  
 7.    You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be
protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 
  
 8.    You are hereby expressly authorized to disregard
any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court.
In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree
being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 
  
 9.    You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering
or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 
  
 10.    You shall not be liable for the outlawing of any rights under the statute of limitations with respect to these Joint Escrow
Instructions or any documents deposited with you. 
  
 11.    You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and
may pay such counsel reasonable compensation therefor. 
  
 12.    Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such
termination, the Company shall appoint a successor Escrow Agent. 
  

 -2- 








 13.    If you reasonably require other or further instruments in connection with
these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 
  
 14.    It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession
of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of
the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such
proceedings. 
  
 15.    Any notice required or
permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the
other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto. 
  

	COMPANY:	  	 InterVideo, Inc.
 [address]

		
	PURCHASER: 	  	 
	 	  	

		
	 	  	 
	 	  	

		
	 	  	 
	 	  	

		
	ESCROW AGENT:	  	 Corporate Secretary
 InterVideo,
Inc.
 [address]


  
 16.    By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement. 
  
 17.    This instrument shall be binding upon and inure to
the benefit of the parties hereto, and their respective successors and permitted assigns. 
  

 -3- 








 18.    These Joint Escrow Instructions shall be governed by, and construed and
enforced in accordance with, the internal substantive laws, but not the choice of law rules, of the State of California. 
  

	 	 	 	 	 	 	 	 	 Very truly yours,
  
 INTERVIDEO, INC.

					
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	By
					
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Title
					
	 	 	 	 	 	 	 	 	PURCHASER:
					
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Signature
					
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Print Name
				
	ESCROW AGENT:	 	 	 	 	 	 
				
	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	Corporate Secretary	 	 	 	 	 	 

  

 -4- 








 EXHIBIT A-4 
  
 ELECTION UNDER SECTION 83(b) 
  

OF THE INTERNAL REVENUE CODE OF 1986 
  
 The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the
current taxable year the amount of any compensation taxable to taxpayer in connection with his or her receipt of the property described below: 
  

	1.	 	The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 

  

	NAME:	 	TAXPAYER:	 	SPOUSE:
			
	ADDRESS:	 	 	 	 
			
	IDENTIFICATION NO.:	 	TAXPAYER:	 	SPOUSE:
			
	TAXABLE YEAR:	 	 	 	 

  

	2.	 	The property with respect to which the election is made is described as follows:              shares (the
“Shares”) of the Common Stock of InterVideo, Inc. (the “Company”). 

  

	3.	 	The date on which the property was transferred is:                     ,
            . 

  

	4.	 	The property is subject to the following restrictions: 

  
 The Shares may be repurchased by the Company, or its assignee, upon certain events. This right lapses with regard to a portion of the Shares based on the
continued performance of services by the taxpayer over time. 
  

	5.	 	The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:
$            . 

  

	6.	 	The amount (if any) paid for such property is: $            . 

  
 The undersigned has submitted a copy of this statement to the person for whom the services
were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. 
  
 The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner. 
  

	Dated:	 	 	 	 	 	 
	 	 	
	 	 	 	

	 	 	 	 	 	 	Taxpayer

  
 The undersigned spouse of taxpayer
joins in this election. 
  

	Dated:	 	 	 	 	 	 
	 	 	
	 	 	 	

	 	 	 	 	 	 	Spouse of Taxpayer