Exhibit 10.31


    
      

    


    

    ViewSonic
      Corporation

    381
      Brea Canyon Road, Walnut, California 91789, U.S.A.

    


    


    


    May
      31,
      2007

    


    Theodore
      R. Sanders

    


    


    Dear
      Theodore,

    


    I
      am
      pleased to present this offer of employment to join ViewSonic Corporation as
      Chief Financial Officer, reporting directly to James Chu, Chairman and Chief
      Executive Officer at our Walnut headquarters location. Included in this offer
      of
      employment are the following:

    


    
      	 	
              ·

            	
              You
                will receive a base compensation of $12,307.70 paid bi-weekly,
                ($320,000.00 annualized) less payroll deductions and all required
                withholdings.

            


    

    


    
      	 	
              ·

            	
              You
                will be eligible to earn incentive compensation with a target of
                60% of
                your base salary based on the Compensation Committee’s assessment of how
                fully you have achieved corporate and individual goals under the
                Company’s
                2007 Management Incentive Plan (MIP). This target will be pro-rated
                by your amount of time as a regular employee in your first fiscal
                year of
                participation in the MIP. The
                purpose of the MIP is to motivate and reward high performance. Full
                details of the plan will be provided under separate cover. If earned,
                any
                incentive compensation will be paid on a semi-annual basis, provided
                you
                remain employed when the payments are made. This MIP may change from
                time
                to time at the discretion of the Compensation Committee.
                

            


    

     

    
      	 	
              ·

            	
              Based
                upon the successful completion of one year’s service and provided that you
                remain employed through two semi-annual MIP payout dates, if the
                base and
                incentive compensation earned by you for the first twelve months
                of your
                employment is less than $400,000, the Company shall pay you the
                difference. 

            


    

    


    
      	 	
              ·

            	
              The
                Company will provide you with a sign-on bonus of $35,000.00. However,
                you
                hereby
                agree to repay this sign-on bonus in its entirety should you voluntarily
                terminate your employment prior to the completion of 12 months of
                continuous employment with the Company.


            


    

    


    
      	 	
              ·

            	
              Subject
                to approval by the Compensation Committee of the Company’s Board of
                Directors and pursuant to the Company’s 2004 Equity Incentive Plan (the
                ‘Plan’), the Company shall grant you an option to purchase 3,000,000
                shares of the Company’s common stock at the fair market value as
                determined by the Compensation Committee as of the date of grant
                (the
                “Option”). The grant shall vest 1/4th
                on
                the first anniversary of the grant and thereafter 1/48th
                shall vest monthly for the next three years (four years total). The
                Option
                will be subject to the terms and conditions of the Plan and your
                grant
                agreement. 

            


    

     

    
      
        
        

      

      
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              ·

            	
              Annual
                Executive Physical Program: You will be eligible to participate in
                this
                company paid annual physical wellness program. You will be able to
                select
                one of six providers of your choice. More details will be provided
                by
                Human Resources upon your first day of employment.
                

            


    

    


    
      	 	
              ·

            	
              You
                will receive a $1,000.00 per month car
                allowance.

            


    

    


    
      	 	
              ·

            	
              In
                the event that your employment with the Company should be involuntary
                terminated for any reason other than gross misconduct, you will receive
                a
                severance equivalent to six months of your base salary then in effect;
                if
                the foregoing involuntary termination should occur within the first
                year
                of employment, all options that would have vested on the first anniversary
                of the option grant, shall be deemed to have vested as of the involuntary
                termination date. 

            


    

    


    Notwithstanding
      any inconsistent provision of this letter agreement, to the extent the Company
      determines in good faith that (a) one or more of the payments or benefits
      received or to be received by you pursuant to this letter in connection with
      your termination of employment would constitute deferred compensation subject
      to
      the rules of Section 409A of the Internal Revenue Code (the “Code”), as
      amended, and (b) that you are a “specified employee” under
      Section 409A, then only to the extent required to avoid your incurrence of
      any additional tax or interest under Section 409A of the Code, such payment
      or benefit will be delayed until the date which is six (6) months after
      your “separation from service” within the meaning of Section 409A. The
      Company and you agree to negotiate in good faith to reform any provisions of
      this letter to maintain to the maximum extent practicable the original intent
      of
      the applicable provisions without violating the provisions of Section 409A
      of the Code, if the Company deems such reformation necessary or advisable
      pursuant to guidance under Section 409A to avoid the incurrence of any such
      interest and penalties. Such reformation shall not result in a reduction of
      the
      aggregate amount of payments or benefits set forth herein.

    


    You
      will
      be eligible for a comprehensive package of benefits, including group medical,
      dental, vision, life, and disability insurance, as summarized in the enclosed
      Employee Benefits Summary Description. Further details will be provided in
      your
      new hire orientation. The Company may change compensation and benefits from
      time
      to time in our discretion. 

    


    As
      a
      ViewSonic employee, you will be expected to abide by our rules and policies,
      and
      to acknowledge in writing that you have read and will comply with our Employee
      Handbook. As a condition of employment, you must sign and comply with an
      Employee Confidentiality and Invention Assignment Agreement which prohibits
      unauthorized use or disclosure of our proprietary information.

    


    In
      your
      work for ViewSonic, you will be required not to use or disclose any confidential
      information, including trade secrets, of any former employer or other person
      to
      whom you have an obligation of confidentiality. Rather, you will be expected
      to
      use only that information which is generally known and used by persons with
      training and experience comparable to your own, which is common knowledge in
      the
      industry or otherwise legally in the public domain, or which is otherwise
      provided or developed by ViewSonic.

     

    
      
        
        

      

      
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    You
      agree
      that you will not bring onto ViewSonic’s premises any unpublished documents or
      property belonging to any former employer or other person to whom you have
      an
      obligation of confidentiality. You represent further that you have disclosed
      to
      ViewSonic any contract you have signed that may restrict your activities on
      behalf of ViewSonic.

    


    You
      may
      terminate your employment with ViewSonic at any time and for any reason
      whatsoever simply by notifying ViewSonic. Likewise, the Company may terminate
      your employment or change the terms and conditions of your employment at any
      time, with or without cause or prior warning. This agreement for employment
      at
      will supersedes all other agreements and understandings concerning termination
      of employment, and can be modified only in a formal written agreement signed
      by
      you and by an authorized ViewSonic officer.

    


    This
      letter, together with your Employee Confidentiality and Invention Assignment
      Agreement, forms the complete and exclusive statement of your employment
      agreement with ViewSonic. The employment terms in this letter supersede any
      other agreements or promises made to you by anyone, whether oral or written.
      Changes in your employment terms, other than those changes expressly reserved
      to
      the Company’s discretion in this letter, require a written modification signed
      by a ViewSonic officer and approval by the Compensation Committee.

    


    This
      offer is contingent upon the following: You must first pass a pre-employment
      background check. If successful, you will then be required to pass a drug test
      to be performed by our designated Clinic (Quest Diagnostics). A Chain of Custody
      will be mailed to you via UPS. We have taken the liberty to look on line for
      the
      nearest Quest Diagnostics location to your office and to your
      home:


    
      
        
        

      

      
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              ·

            	
              Performance
                Health Medical Group, Inc.

            


    

    
      	 	 	
              27062
                La Paz Road, Aliso Viejo, CA 92656

            


    

    
      	 	 	
              (949)
                362-8877 phone

            


    

    
      	 	 	
              Hours:
                M-F 8:30 - 12:30 / 2:30 - 5:30

            


    

    


    
      	 	
              ·

            	
              EMS
                Long Beach (TPA)

            


    

    
      	 	 	
              3939
                Atlantic Blvd., Suite 214, Long Beach, CA
                90807

            


    

    
      	 	 	
              (562)
                988-8414 phone

            


    

    
      	 	 	
              Hours:
                M-F 9:00 - 4:00

            


    

    


    Within
      three days after commencing employment, you must present acceptable proof of
      your identity and authorization to work in the United States, and complete
      a
      Form I-9. 

    


    This
      offer will expire two (2) business days from the date of presentation of this
      letter. If you accept this offer of employment, based upon the above mentioned
      conditions, please sign the last page of this letter and the Employee
      Confidentiality and Invention Assignment Agreement and return it to Tim
      Ashcroft, V.P., Corporate Human Resources, via fax. 

    


    We
      look
      forward to you joining the ViewSonic Team! If you have any questions or
      concerns, please contact me at (909) 444-8800.

    


    


    Sincerely,

    


    /s/
      Timothy Ashcroft

    


    Timothy
      Ashcroft

    Vice
      President, Corporate Human Resources

    


    


    I
      accept
      employment with the Company according to the above terms.

     

    


    
      	
              /s/
                Theodore R. Sanders

            	 	
              June
                03, 2007

            	 
	
              Theodore
                R. Sanders 

            	 	
              Date

            	 
	 	 	
               

            	 


    

    


    


    


    
      	
              Cc:
                

            	
              Employee
                File

            


    

     

    
       

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