Unassociated Document


    
      

    


    [ViewSonic
      Sarl Letterhead]

    Private
      & Confidential

     

    
      
        	 	
                WITHOUT
                  PREJUDICE:  SUBJECT TO CONTRACT

              	 


      

      


      
        	 	 	 
	
                         

              	
                Dated

              	 
	 	 	 
	 	 	 
	 	
                VIEWSONIC SARL

              	 
	 	 	 
	 	
                And

              	 
	 	 	 
	 	
                JAN JENSEN

              	 
	 	 	 
	 	 	 
	 	
                Compromise
                  Agreement

              	 


      

    

     

     

    NORTON
      ROSE

    

      
        
                     

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    Contents

     

    
      	
              Clause 

            	
              Page

            
	 	 	 
	
              1  
                

            	
              Definitions

            	
              3

            
	
               

            	 	 
	
              2

            	
              Termination

            	
              3

            
	 	 	 
	
              3

            	
              Severance
                Payment

            	
              4

            
	 	 	 
	
              4

            	
              Tax
                indemnity

            	
              4

            
	 	 	 
	
              5

            	
              Secrecy

            	
              5

            
	 	 	 
	
              6

            	
              Confidential
                Information and Covenants

            	
              5

            
	 	 	 
	
              7

            	
              Company
                property

            	
              6

            
	 	 	 
	
              8

            	
              Breach
                of agreement and compensation payable to the Employee

            	
              6

            
	 	 	 
	
              9

            	
              Settlement

            	
              7

            
	 	 	 
	
              10

            	
              Warranty

            	
              7

            
	 	 	 
	
              11

            	
              Miscellaneous

            	
              8

            
	 	 	 
	
              12  
                

            	
              Whole
                agreement

            	
              8

            
	 	 	 
	
              Schedule
                1 Certificate of Adviser 

            	
              10

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    THIS
      AGREEMENT is
      dated                                      2008
      and is made

    


    BETWEEN:

    


    
      	
              (1)

            	
              Viewsonic
                SARL, Parc des Barbanniers, 1 allée des Bas
                Tilliers,  92230 Gennevilliers, France, registration number
                Nanterre 404 220 139, (“the Company”),
                and

            


    

     

    
      	
              (2)

            	
              Jan
                Jensen of 468A Vedbaek Strandvej, 2950 Vedbaek, Denmark (the
                “Employee”).

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              The
                Employee has been hired by the Company with a commencement date of
                18
                October 2004, and was appointed as Director pursuant to an employment
                contract dated 10 January 2006.

            


    

     

    
      	
              (B)

            	
              On
                26 November 2007 ViewSonic Corporation announced a reorganization
                of its
                European operations.

            


    

     

    
      	
              (C)

            	
              In
                order to settle any potential dispute arising out of this reorganization,
                the Employee and the Company have agreed to compromise on the terms
                and
                conditions as follows.

            


    

     

    
      	
              (D)

            	
              The
                Company is entering into this agreement for
                itself.

            


    

     

    IT
      IS AGREED as follows:

     

    
      	
              1

            	
              Definitions

            


    

     

    
      	
              1.1

            	
              In
                this Agreement references to specific clauses are references to clauses
                in
                this Agreement unless otherwise stated
                and:

            


    

     

    “Associated
      Company” means an associated company (within the meaning of section 416(1)
      Income and Corporation Taxes Act 1988) of any of the Companies.

     

     “Employment”
      means the Employee’s employment with the Company, the terms of which are set out
      in the Employment Contract.

     

    “Employment
      Contract” means the service agreements entered into between the Company and the
      Employee respectively which is dated 10 January 2006.

     

    “Severance
      Payment” means the payment more particularly described in clause 3.

     

    “Termination
      Date” means the date more particularly described in clause 2.1.

     

    
      	
              2

            	
              Termination

            


    

     

    
      	
              2.1

            	
              The
                Employee’s employment with the Company under the terms of the Employment
                Contractwill terminate on 5 January 2008 (“the Termination
                Date”).

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2

            	
              Upon
                his request, the Employee has been released from performing his notice
                period. As a consequence, no payment shall be owed to him in relation
                to
                this notice period.

            


    

     

    
      	
              3

            	
              Severance
                Payment

            


    

     

    
      	
              3.1

            	
              Subject
                to the Employee’s compliance with his obligations under this Agreement,
                the Company shall pay to the Employee and without admission of liability
                the gross amount of €269 551 (two hundred and sixty nine thousand, five
                hundred and fifty one euros) (the “Severance
                Payment”).

            


    

     

    
      	
              3.2

            	
              It
                is expressly agreed that this Severance Payment is inclusive of all
                and
                any indemnities owed upon termination as provided by the law, the
                applicable collective agreement, and the Employment Contract, including
                any accrued holidays.

            


    

     

    
      	
              3.3

            	
              The
                Employee acknowledges that this amount is in compensation for loss
                of
                office and termination of Employment, and all the prejudice, damages,
                claims or rights of action whatsoever having arisen or likely to
                arise out
                of the performance and/or the termination of the
                Employment.  

            


    

     

    
      	
              3.4

            	
              Any
                liability to tax or social contribution on the Severance Payment
                and on
                any other benefits provided to the Employee pursuant to this Agreement
                shall be the Employee’s alone, save that the Company will remain liable to
                pay Employer’s social security
                contributions.

            


    

     

    
      	
              3.5

            	
              The
                Severance Payment shall be paid within 14 days of the signature of
                this
                Agreement.

            


    

     

    
      	
              4

            	
              Tax
                indemnity

            


    

     

    
      	
              4.1

            	
              The
                Company makes no warranty as to the taxable status of the Severance
                Payment and benefits and accordingly the Employee undertakes that
                if any
                of the Companies or any of their Associated Companies are called
                upon to
                account to the French taxation or social security authorities or
                similar
                authority in any other jurisdiction for any income tax, Employee’s
                National Insurance contributions, social security or similar liabilities
                interest and/or penalties thereon arising in respect of the payments
                made
                and benefits provided under this Agreement, (such income tax, Employee’s
                National Insurance or social security contributions, interest and/or
                penalties referred to in this Agreement as the “Excess Tax”), and if any
                of the Companies or any other company pays the Excess Tax to the
                relevant
                authority in any jurisdiction, the Employee will, at the written
                request
                of such company and provided the Employee has received notification
                of the
                amount due within 14 days of the Company or any associated company
                as may
                be the case, becoming aware of the claim, immediately pay to such
                company
                an amount equal to the Excess Tax (on an after-tax basis) provided
                that
                before paying the Excess Tax the Company shall afford the Employee
                a
                reasonable opportunity (in the opinion of the Company) to challenge
                the
                amount of Excess Tax with the relevant
                authority.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              5

            	
              Secrecy

            


    

     

    
      	
              5.1

            	
              The
                Company and the Employee undertake to each other that they will not,
                whether directly or indirectly, make, publish or otherwise communicate
                any
                disparaging or derogatory statements, whether in writing or otherwise,
                concerning each other, including in the case of the Company or any
                of its
                Associated Companies or any of its officers agents or
                employees.

            


    

     

    
      	
              5.2

            	
              The
                Employee acknowledges that this Agreement will be publicly filed
                with the
                U.S. Securities and Exchange Commission (the “SEC”) and will be publicly
                available on the SEC’s EDGAR system. The Employee further acknowledges
                that a summary of the terms hereof shall be publicly disclosed in
                periodic
                reports filed with the SEC by ViewSonic Corporation, a Delaware
                corporation. 

            


    

     

    
      	
              5.3

            	
              The
                Company and the Employee agree not to make or cause to be made (directly
                or indirectly) any statement to the media concerning the Employment
                or its
                termination by the Company without the prior written consent of the
                other,
                as the case may be.

            


    

     

    
      	
              6

            	
              Confidential
                Information and Covenants

            


    

     

    
      	
              6.1

            	
              The
                Employee undertakes not to divulge to, or commercially make use of,
                for
                his own benefit or purposes or for the benefit or purpose of any
                other
                person, firm, corporation, company, association or business entity,
                any
                trade secrets or confidential information (including but not limited
                to
                terms of contracts or arrangements, existing and potential projects,
                financial information regarding customers, clients or suppliers,
                disputes,
                business development and/or marketing programmes and plans) belonging
                to
                or which relate to the affairs of the Company or any Associated Company
                or
                any of its customers, clients or
                suppliers.

            


    

     

    
      	
              6.2

            	
              The
                Employee also confirms that he will not for a period of 6 months
                from the Termination Date,  (whether alone or jointly with or as
                a director, manager, agent, consultant, partner or employee of any
                person, firm, company or other organisation) directly or indirectly
                carry on or be engaged in any activity or business in any of the
                member
                states of the European Union or Switzerland (the “Restricted
                Area”) with or for Samsung, LG or Acer or any other firm, company
                or other organisation in respect of which 40 per cent. or more of
                its
                business is engaged or concerned with the supply of visual display
                units,
                LCDs, projectors, computer monitors in the
                Restricted Area. The Company will release any third party, from any
                non
                solicitation and/or non-dealing obligations (including, without
                limitation, clients, prospective clients and employees) in respect
                of the
                Employee provided that such third party and the Employee agree to
                comply
                fully with the provisions of this clause 6.   This clause
                6.2 varies all and any post-termination restraints already set out
                in the
                Employment Contract and where there is any inconsistency between
                the
                wording of this Agreement and the Employment Contract, the wording
                of this
                Agreement will prevail.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              6.3

            	
              Nothing
                in this Clause 6 shall prevent the Employee from making a protected
                disclosure in accordance with law provided that the disclosure is
                made in accordance with the relevant provisions of
                such law.

            


    

     

    
      	
              7

            	
              Company
                property

            


    

     

    
      	
              7.1

            	
              The
                Employee represents and confirms that he has returned on or before
                the
                Termination Date to the Companies all equipment, records, correspondence,
                documents, files and other information of any description (whether
                originals, copies or extracts) belonging or licensed to the Company
                or any
                of its Associated Companies and that he has not retained any copies
                and
                that he has deleted irretrievably any information relating to the
                business
                of the Company on any magnetic or optical disk or memory which is
                in his
                possession or control outside the premises of the
                Company.   

            


    

     

    
      	
              7.2

            	
              In
                addition the Employee will provide the Company with all necessary
                information as will allow such person as the Company may determine
                to
                access any computer equipment owned by the Company or any Associated
                Company and used by the Employee.

            


    

     

    
      	
              8

            	
              Breach
                of agreement and compensation payable to the
                Employee

            


    

     

    
      	
              8.1

            	
              The
                Employee agrees that if, having entered into this Agreement, the
                Employee:
                (a) breaches the provisions of clauses 5 (Secrecy) and/or 6 (Confidential
                Information and Covenants) and/or the warranties at Clause 10; and/or
                (b)
                (on the basis that the Company is entering into this Agreement in
                reliance
                upon the warranties given by the Employee at clause 10.1) brings
                any
                proceedings (including making complaints to professional or trade
                or
                regulatory bodies) relating to the Employment (including its termination)
                against the Company, any Associated Company or its or their officers,
                employees or agents; and/or (c) is awarded any compensation or damages
                by
                an employment tribunal or civil court,  the Employee will,
                without prejudice to any other remedies that the Company may have,
                at the
                Company’s election forthwith:

            


    

     

    
      	
              8.1.1

            	
              repay
                (or the Company will retain if not at that time already paid) the
                Severance Payment (less any statutory redundancy payment) to the
                Company
                and that sum will be recoverable as a debt;
                or

            


    

     

    
      	
              8.1.2

            	
              pay
                a sum equivalent to the sum of any compensation or damages awarded
                to the
                Employee to the Company.

            


    

     

    
      	
              8.2

            	
              In
                addition, the Employee will indemnify the Company against all costs
                (legal
                or otherwise) incurred by the Company in recovering or seeking to
                recover
                the Severance Payment from the Employee and/or any compensation or
                damages
                awarded to the Employee.

            


    

     

    
      	
              8.3

            	
              Nothing
                in this clause shall prevent the Employee from taking any steps,
                including
                the commencement of legal proceedings, to enforce the terms of this
                Agreement.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              9

            	
              Settlement

            


    

     

    
      	
              9.1

            	
              The
                Employee acknowledges that he has carefully considered the facts
                and
                circumstances relating to the Employment and the termination thereof
                and
                that he considers that the payments referred to in this agreement
                are
                reasonable in the circumstances. The Employee agrees that he will
                not
                institute any proceedings or complaints before an employment tribunal
                or
                court in either France or in any other jurisdiction arising out of
                or in
                connection with the Employment or its
                termination.

            


    

     

    
      	
              9.2

            	
              The
                Employee confirms that he is not aware of having any claim for personal
                injury against the Company or any Associated Company at the date
                of this
                Agreement.

            


    

     

    
      	
              9.3

            	
              The
                Employee agrees that the terms of this Agreement are in full and
                final
                settlement:

            


    

     

    
      	
              9.3.1

            	
              of
                any claims whether at common law or otherwise and in any jurisdiction
                in
                the world including without limitation France and the United States;
                and

            


    

     

    
      	
              9.3.2

            	
              which
                he may have against the Company or any Associated Company or its
                or their
                officers, directors, employees, shareholders or agents arising out
                of or
                connected with his Employment or its termination or the Employment
                Contract or its termination. The Employee hereby agrees that, except
                for
                the sums and benefits referred to in this Agreement, no other sums
                or
                benefits are due to him from the Company or any Associated
                Company.

            


    

     

    
      	
              9.4

            	
              The
                Company acknowledges that the terms of this Agreement are full and
                final
                settlement of all and any claims of which it or Viewsonic Corporation
                or
                its or their officers, directors, employees, stockholders, shareholders,
                or agents may have against the Employee arising directly out of the
                Employment or its termination to the extent that the board of the
                Company
                is aware of any such claim as at the date of this
                Agreement.

            


    

     

    
      	
              10

            	
              Warranty

            


    

     

    
      	
              10.1

            	
              The
                Employee represents and warrants:

            


    

     

    
      	
              10.1.1

            	
              that
                he has received advice from an independent legal adviser” (“the Adviser”)
                as to the terms and effect of this Agreement (and in particular its
                effect
                on the Employee’s ability to pursue his rights before an employment
                tribunal or a labour court) and that he will procure that the Adviser
                forthwith provides a certificate in the form of Schedule 3 to this
                Agreement and that in such Schedule the name and other relevant details
                of
                the Adviser are correctly set out; 

            


    

     

    
      	
              10.1.2

            	
              that
                he has raised with the Adviser all facts and issues relevant to the
                Employment and its termination; and

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              10.1.3

            	
              that
                the Adviser has advised him that the claims and prospective proceedings
                listed at clause 9 and Schedule 1 are all of the claims and prospective
                proceedings that he has against the Company, any Associated Company
                or
                their, officers, directors, agents and employees arising out of or
                in
                connection with his Employment (including the termination thereof)
                and
                that he has no other claim.

            


    

     

    
      	
              10.2

            	
              The
                Employee further warrants that he will on the request of the Company
                or
                any Associated Company, assist it or them in any threatened or actual
                litigation concerning it or them where he has in his possession or
                knowledge any facts or other matters which the Company or any Associated
                Company reasonably considers is relevant to such legal proceedings
                (including but not limited to giving statements/affidavits, meeting
                with
                the legal and other professional advisers and attending any legal
                hearing
                and giving evidence).  Such assistance will also be given in any
                internal investigation or any regulatory proceedings.  The
                Company will reimburse the Employee for reasonable expenses properly
                incurred by him in giving such
                assistance.

            


    

     

    
      	
              10.3

            	
              The
                Employee warrants and represents that he has not at any time done
                or
                failed to do anything which amounts to a repudiatory breach of any
                express
                or implied term of the Employment which would (or would have) entitled
                the
                Company to terminate the Employment without notice or payment in
                lieu of
                notice.

            


    

     

    
      	
              11

            	
              Miscellaneous

            


    

     

    
      	
              11.1

            	
              This
                Agreement shall be governed by and interpreted in accordance with
                English
                Law.  The parties hereby submit to the jurisdiction of the High
                Court of Justice in England.

            


    

     

    
      	
              11.2

            	
              Subject
                to any provision which specifically refers to an Associated Company
                and
                which is intended to confer benefits on any such Associated Company,
                no
                term of this Agreement is enforceable by a person who is not party
                to
                it.

            


    

     

    
      	
              
                12

              

            	
              Whole
                agreement

            


    

     

    
      	
              12.1

            	
              This
                Agreement sets out the entire agreement between the parties and supersedes
                all prior discussions between them or their advisers and all statements,
                representations, terms and conditions, warranties, guarantees, proposals,
                communications and understandings whenever given and whether orally
                or in
                writing.  If signed by all parties to the Agreement it shall
                then, notwithstanding being marked “without prejudice” or “without
                prejudice subject to contract” and subject to any written statement to the
                contrary, be treated as an open and binding
                agreement.

            


    

     

    
      	
              12.2

            	
              The
                Agreement may not be modified or amended except in writing signed
                by all
                the parties.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS whereof this Agreement has been executed the day and year first
      above written.

     

    
      
        	
                SIGNED
                  by Natalia Bikkenina, HR Director

              	)	
                /s/
                  Natalia Bikkenina

              
	
                for
                  and on behalf of the Viewsonic SARL

              	) 	 
	
                dated

              	)	 


      

      


       

      
        	
                SIGNED
                  by Jan Jensen

              	) 	
                /s/
                  Jan Jensen

              
	
                the
                  Employee

              	) 	 
	
                Dated

              	) 	 


      

    

    

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      



    Schedule 1

    Certificate
      of Adviser

     

    


    I
      confirm
      that I have given independent legal advice to Jan Jensen as to the terms and
      effect of the above Agreement and in particular its effect on my client’s
      ability to pursue his rights before an employment tribunal or a labour court
      in
      France.  

    


    I
      confirm
      that at the date I gave the advice referred to above there was in force a policy
      of insurance which covers the risk of a claim by Jan
      Jensen in respect of any loss arising in consequence of
      that advice.

    
 

    
      	Signed 	
               /s/
                Nigel Forsyth

            	 
	Signed 	
              Nigel Forsyth

            	 
	Firm                       
              	
              Barker
                Gillette

            	 


    

    
      	Address of firm   
              	
              11-12
                Wigmore Place,

            	 
	  	
              London
                W1U 2LU

            	 
	  	 	 


    

     

     

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