Exhibit 10.23


VIEWSONIC
CORPORATION


Long
Term Incentive Program, As Amended


Summary
of Terms


July 18, 2007


	
  Term

  	
   

  	
  Description

  
	
  Objectives of the Long Term Incentive Program (the “Incentive Program”)

  	
   

  	
  The objectives of the Incentive Program are to
  motivate the executive team of ViewSonic Corporation (the “Company”) to achieve key financial
  metrics and increase stockholder value as well as to enhance employee
  retention.

  
	
   

  	
   

  	
   

  
	
  Eligible Participants

  	
   

  	
  Employees who are
  director level and above and who are designated by the Compensation Committee
  of the Company’s Board of Directors (the “Compensation
  Committee”) as participants under the Incentive Program (the “Eligible Participants”).

  
	
   

  	
   

  	
   

  
	
  Type of Award

  	
   

  	
  A stock option (the “Performance Award”) to purchase
  the Company’s common stock under the Company’s 2004 Equity Incentive Plan
  (the “2004 Plan”).

  
	
   

  	
   

  	
   

  
	
  Timing of Grant 

  	
   

  	
  February 2, 2007 (the “Grant Date”).

  
	
   

  	
   

  	
   

  
	
  Number of Shares Subject
  to the Performance Award

  	
   

  	
  The
  number of shares subject to each Eligible Participant’s Performance Award
  shall be based on the Tiers indicated on Exhibit A
  hereto, into which each Eligible Participant shall be placed at the sole
  discretion of the Compensation Committee.

  

  On the Grant Date, Eligible Participants were granted the “Maximum Award” set forth on Exhibit A (e.g., for a
  Tier 1 Eligible Participant, an option to purchase 450,000 shares of common
  stock would be granted on the Grant Date).

  

  The portion of the Performance Award in which an Eligible Participant could
  potentially vest based on continued service and, in some cases, if at least
  100% of the Performance Targets (as defined below) is achieved is referred to
  as the “Target Award.”

  

  Except as otherwise provided by the Compensation Committee, the difference
  between the Target Award and the Maximum Award is the portion of the
  Performance Award that is subject to vesting based in part on the achievement
  of Performance Targets and in part on Continuous Service.

  
	
   

  	
   

  	
   

  
	
  Performance Targets

  	
   

  	
  Performance
  Targets are the achievement of both a revenue target (the “Revenue Target”) and an income
  target (the “Income Target”) as set by
  the Compensation Committee

  



 



 1
 









 


	
  Term

  	
   

  	
  Description

  
	
   

  	
   

  	
  (collectively,
  the “Performance Targets”),
  which shall be based on the Company’s financial performance for the fiscal
  year ending December 31, 2007.

  The determination of
  whether the Performance Targets have been met shall be made by the
  Compensation Committee, in its sole discretion, after the completion of the Company’s
  audit for fiscal 2007 (the “Determination Date”).

  
	
   

  	
   

  	
   

  
	
  Vesting of the Performance Award

  	
   

  	
  The
  Compensation Committee will determine on a Participant by Participant basis
  the vesting of the Performance Award according to the following criteria:

  

  Time-Based Vesting

  

  To the extent a Performance Award is subject solely to time-based vesting
  (i.e., generally the Target Award), that portion of the Performance Award
  will vest as to 33-1/3 on February 2, 2008, 33-1/3 on February 2, 2009 (the “Second Vesting Date”) and 33-1/3
  on February 2, 2010 (the “Third Vesting Date”).

  

  Performance-Based Vesting

  

  To the extent that a Performance Award is subject to vesting in part based on
  the achievement of the Performance Targets (such portion determined by the
  Compensation Committee and generally equal to the difference between the
  Maximum Award and the Target Award), the Performance Award shall vest as to
  33-1/3 on the Determination Date, and 33-1/3 on each of the Second Vesting
  Date and the Third Vesting Date.

  

  However, the amount of the Performance Award that is subject to
  performance-based vesting will be reduced proportionately based on failure to
  achieve 150% of the Performance Targets, as determined by the Compensation
  Committee (based on the levels achieved against both the Revenue and Income
  Targets as reflected on Exhibit B
  hereto) (the “Eligible Award”).  The amount of the Eligible Award related to
  the percentage of performance not achieved shall be cancelled and forfeited
  on the Determination Date.

  

  Continuous Service

  

  The vesting described above is subject to there being no break prior to the
  relevant date in the Eligible Participant’s “Continuous Service” to the
  Company as an employee as 

  




 2
 









 


	
  Term

  	
   

  	
  Description

  
	
   

  	
   

  	
  such term is defined in the 2004 Plan (“Service”).

  
	
   

  	
   

  	
   

  
	
  Termination of Service

  	
   

  	
  If an Eligible
  Participant’s Service terminates for any reason (other than death), the
  Performance Award shall cease vesting, and any unvested portion of such
  Performance Award shall be cancelled and forfeited in its entirety.

  
	
   

  	
   

  	
   

  
	
  Death of an Eligible
  Participant

  	
   

  	
  If an Eligible Participant dies, (i) the part of the
  Performance Award subject to time-based vesting will be deemed vested on a
  pro-rata basis based on the number of full months since the Grant Date and
  (ii) the part of the Performance Award subject to performance-based vesting
  will, to the extent the Performance Targets have been achieved as of the date
  of termination, be deemed vested on a pro-rata basis based on the number of
  full months since the Grant Date.

  
	
   

  	
   

  	
   

  
	
  Change in Control

  	
   

  	
  In
  the event of a Change in Control (as such term is defined under the 2004
  Plan), (i) the part of the Performance Award subject to time-based vesting
  will be deemed vested on a pro-rata basis based on the number of full months
  since the Grant Date and (ii) if the effective date of the Change in Control
  occurs after the Determination Date, the part of the Performance Award
  subject to performance-based vesting will, to the extent the Performance
  Targets have been achieved as of the date of termination, be deemed vested on
  a pro-rata basis based on the number of full months since the Grant Date.

  
	
   

  	
   

  	
   

  
	
  Compensation Committee

  	
   

  	
  The
  Compensation Committee shall be the administrator of the Incentive Program
  and shall be entitled to the amend the Incentive Program, subject to the
  limitations set forth in the 2004 Plan.

  
	
   

  	
   

  	
   

  
	
  Non-Binding; Governing
  Plan

  	
   

  	
  This
  Summary of Terms is non-binding and is only intended to be summary of the
  Incentive Program.  It does not
  constitute an employment contract nor does it represent the grant of a
  Performance Award or any entitlement thereto. Each individual Performance
  Award granted by the Compensation Committee shall be governed by the
  applicable Grant Notice, the Stock Option Agreement and the 2004 Plan.

  



 



 3
 









Exhibit A


 


	
  Level of Eligible Participant

  	
   

  	
  Target Award

  	
   

  	
  Maximum Award

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier 1

  	
   

  	
  300,000
  shares

  	
   

  	
  450,000
  shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier 2

  	
   

  	
  150,000
  shares

  	
   

  	
  225,000
  shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tier 3

  	
   

  	
  100,000
  shares

  	
   

  	
  150,000
  shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Director levels

  	
   

  	
  To be determined

  	
   

  	
  To be determined

  	
   

  



 



 4
 









Exhibit B


Performance Targets


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  125.0

  	
  %

  	
  131.3

  	
  %

  	
  137.5

  	
  %

  	
  143.8

  	
  %

  	
  150.0

  	
  %

  
	
  118.8

  	
  %

  	
  125.0

  	
  %

  	
  131.3

  	
  %

  	
  137.5

  	
  %

  	
  143.8

  	
  %

  
	
  112.5

  	
  %

  	
  118.8

  	
  %

  	
  125.0

  	
  %

  	
  131.3

  	
  %

  	
  137.5

  	
  %

  
	
  106.3

  	
  %

  	
  112.5

  	
  %

  	
  118.8

  	
  %

  	
  125.0

  	
  %

  	
  131.3

  	
  %

  
	
  100.0

  	
  %

  	
  106.3

  	
  %

  	
  112.5

  	
  %

  	
  118.8

  	
  %

  	
  125.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





Except
as otherwise provided by the Compensation Committee (and set forth in the
applicable stock option agreement), the Eligible Award is equal to the product
of the number of shares subject to the Target Award and the applicable
percentage of performance, less the number of shares subject to the Target
Award.



 5