Unassociated Document


    
      

    

    [ViewSonic
      Europe Ltd Letterhead]

    


    Private
      & Confidential

    


    


    


    WITHOUT
      PREJUDICE:  SUBJECT TO CONTRACT

    


    


    


    
      	 	
              Dated
                28 November, 2007

            	 


    

    


    


    


    
      	 	
              VIEWSONIC NETHERLAND

            	
              (1)

            


    

    


    


    and

    


    
      	 	
              JAN JENSEN

            	
              (2)

            


    

    


    


    


    Compromise
      Agreement

    


    


    


        NORTON
      ROSE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Contents

    


    
      	
              Clause 

            	
              Page

            
	 	 	 
	
              1

            	
              Definitions

            	
              3

            
	 	 	 
	
              2

            	
              Termination

            	
              4

            
	 	 	 
	
              3

            	
              Severance
                Payment

            	
              3

            
	 	 	
               

            
	
              4

            	
              Tax
                indemnity

            	
              5

            
	 	 	 
	
              5

            	
              Resignation
                of offices

            	
              5

            
	 	 	 
	
              6

            	
              Secrecy

            	
              5

            
	 	 	 
	
              7

            	
              Confidential
                Information and Covenants

            	
              5

            
	 	 	 
	
              8

            	
              Company
                property

            	
              6

            
	 	 	 
	
              9

            	
              Breach
                of agreement and compensation payable to the Employee

            	
              6

            
	 	 	 
	
              10

            	
              Settlement

            	
              7

            
	 	 	 
	
              11

            	
              Warranty

            	
              7

            
	 	 	 
	
              12

            	
              Compliance
                with Legislation

            	
              8

            
	 	 	 
	
              13

            	
              Miscellaneous

            	
              9

            
	 	 	 
	
              14

            	
              Whole
                agreement

            	
              9

            
	 	 	 
	
              Schedule
                1 Claims

            	
              10

            
	 	 	 
	
              Schedule
                2 Draft Letter of Resignation

            	
              12

            
	 	 	 
	
              Schedule
                3 Certificate by UK Adviser

            	
              12

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              THIS
                AGREEMENT is dated

            	
              2007
                and is made

            


    

    


    BETWEEN:

    


    
      	
              (1)

            	
              Viewsonic
                Netherland for and on behalf of Viewsonic Europe Limited of
                Riverside House, 2a Southwark Bridge Road, London, SE1
                9HA  (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 Director pursuant to an employment
                contract
                dated 10 January 2006.

            


    

    


    
      	
              (B)

            	
              The
                Employee asserts various claims against the Company in the UK and
                Netherlands arising out of the termination of his
                employment including but not limited to unfair dismissal, wrongful
                dismissal and breach of contract.

            


    

    


    
      	
              (C)

            	
              The
                parties have agreed to compromise and settle all such claims in both
                the
                UK and the Netherlands on the terms hereinafter
                provided.

            


    

    


    
      	
              (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 the Company.

    


     “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 agreement entered into between the Company and the
      Employee respectively which is dated 10 January 2006.

    


    “PAYE
      Regulations” means the Income Tax PAYE Regulations 2003 (as amended, extended or
      replaced from time to time).

    


    “Severance
      Payment” means the payment more particularly described in
      clause 4.

    


    “Termination
      Date” means the date more particularly described in clause 2.1 and “Termination
      Date” shall be construed accordingly.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              2

            	
               

            	
              Transition
                Period

            


    

    


    
      	
              2.1

            	
               

            	
              Provided
                that the Employee (i) signs this Agreement; and (ii) allows the release
                contained herein to become effective; and (iii) complies with all
                of his
                obligations under this Agreement, then commencing on the date of
                this
                Agreement (the “Transition Date”) and continuing until 5 July 2008 (the
                “Termination Date”), the Company shall retain the Employee as an employee
                of the Company in the position of Executive Advisor.  This
                period shall be referred to herein as the “Transition
                Period.”   During the Transition Period, the following
                terms will apply:

            


    

    


    
      	
              2.1.1

            	
               

            	
              During
                the Transition Period, the Employee will be available to provide
                services
                to the Company as requested, on a flexible schedule basis.  The
                Employee’s duties will be as assigned by the Company’s CEO and /or
                Regional Director Asia Pacific and EMEA  and will include, among
                other things, assisting the Regional Director with his duties and
                responsibilities and with special projects within the Company’s EMEA
                organization.  The Employee agrees to utilise his best efforts
                in performing his assigned duties during the Transition
                Period.  The Company agrees to notify the Employee in writing
                promptly if at any time during the Transition Period it believes
                that he
                is not in compliance with his obligations under this
                Agreement.  The Company further agrees to provide the Employee
                with twenty (20) days’ notice and opportunity to cure, if curable, at the
                time such written notice is provided specifying the issues
                involved.

            


    

    


    
      	
              2.1.2

            	
               

            	
              The
                Employee may engage in employment, consulting or other work relationships
                in addition to his work for the Company during the Transition Period
                provided that such employment, consulting or other work relationship
                is
                not with a competitor of the Company and does not violate his continuing
                obligations to maintain the confidence and confidential information
                of the
                Company as set forth in the clause 7 of the Employment Contract or
                is not
                in breach of clause 8 below.  The Company agrees to make
                reasonable arrangements to enable the Employee to perform his work
                for the
                Company at such times and in such a manner so that it does not
                unreasonably interfere with other work activities in which he may
                engage.

            


    

    


    
      	
              2.1.3

            	
               

            	
              From
                the Transition Date until the Termination Date, the Company will
                continue
                to pay (a) the Employee his monthly remuneration of €13,930 made up of
                salary €7,345, MIP €4,412, travel allowance €1,667 car allowance €497 (the
                “Transition Period Salary”) and (b) to pay the costs of life cover,
                private medical cover and permanent health cover for the
                Employee.  The Transition Period Salary will be paid in equal
                monthly instalments on the Company’s standard payroll dates during the
                Transition Period and will be subject to any deductions as required
                by
                law.  The Employee will not, however, continue to accrue annual
                leave, sick days or other paid time off during the Transition
                Period.

            


    

    


    
      	
              3

            	
               

            	
              Termination

            


    

    


    
      	
              3.1

            	
               

            	
              The
                Employee’s employment with the Company under the terms of the Employment
                Contractwill terminate by mutual consent on the Termination
                Date.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              4

            	
               

            	
              Severance
                Payment

            


    

    


    
      	
              4.1

            	
               

            	
              Subject
                to the Employee’s compliance with his continuing obligations under this
                Agreement and without admission of liability the Company shall pay
                to the
                Employee an ex gratia paymentof €185, 969 (one hundred and eighty five
                thousand, nine hundred and sixty nine euros) to be paid within 14
                days of
                the Termination Datein compensation for loss of office and termination
                of
                Employment. This payment shall be deemed to be inclusive of any
                entitlement to statutory holiday allowance (the “Severance
                Payment”).

            


    

    


    
      	
              4.2

            	
               

            	
              The
                Severance Payment shall be subject to any deductions the Company
                is
                required by law to make, including income tax or wage tax on the
                amount of
                the Severance Payment that is in lieu of contractual notice in accordance
                with PAYE Regulations and primary class 1 National Insurance Contributions
                in the UK or income or wage tax or social security contributions in
                the Netherlands.

            


    

    


    
      	
              4.3

            	
               

            	
              Any
                further liability to tax, or any other
                deductions or withholdings required in any jurisdiction 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 Employer’s Social
                or National Insurance Contributions will remain the liability of
                the
                Company.

            


    

    


    
      	
              4.4

            	
               

            	
              A
                P45 and relevant pay statementshall be issued to the Employee immediately
                following the Termination Date and in any event prior to payment
                of the
                Severance Payment.  The Severance Payment shall be paid within
                14 days of the Termination Date.

            


    

    


    
      	
              5

            	
               

            	
              Tax
                indemnity

            


    

    


    
      	
              5.1

            	
               

            	
              The
                Company makes no warranty as to the taxable status of the Severance
                Payment and benefits and accordingly the Employee undertakes that
                if the
                Company or any of its Associated Companies is called upon to account
                to HM
                Revenue & Customs or the Dutch tax or
                social security authorities or any similar authority in any other
                jurisdiction for any income tax, Employee 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, other than any deducted under
                clause 4 (such income tax, social insurance, social
                security, Employee National Insurance contributions, interest and/or
                penalties referred to in this Agreement as the “Excess Tax”), and if any
                of the Company or any associated company pays the Excess Tax to the
                tax or
                social security authorities in the Netherlands or similar 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, 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 the Excess Tax with the relevant
                Authority.

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              6

            	
               

            	
              Resignation
                of offices 

            


    

    


    
      	
              6.1

            	
               

            	
              The
                Employee shall immediately resign as a Director of the Company and
                from
                any of its Associated Companies of which he is a director by delivering
                to
                those companies a letter of resignation in accordance with the draft
                annexed in Schedule 2, such resignations to take effect from
                the Termination Date.

            


    

    


    
      	
              6.2

            	
               

            	
              The
                Employee shall immediately do all such acts and things as the Company
                may
                require to effect his resignation from all other offices to which
                he was
                appointed in connection with or by reason of the Employment or any
                appointments with the Company or any of its Associated Companies
                including
                (but without prejudice to the generality of the above)
                trusteeships.

            


    

    


    
      	
              6.3

            	
               

            	
              Subject
                to the terms and conditions of the policy of insurance from time
                to time,
                the Company shall maintain insurance cover for Directors’ and Officers’
                Insurance for the Employee for a period of 4 years from the Termination
                Date.

            


    

    


    
      	
              7

            	
               

            	
              Secrecy

            


    

    


    
      	
              7.1

            	
               

            	
              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 or, in the case of the Company, about any of
                its
                Associated Companies or any of its officers agents or employees other
                than
                as required by law.

            


    

    


    
      	
              7.2

            	
               

            	
              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. 

            


    

    


    
      	
              7.3

            	
               

            	
              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 or his resignation from any of the Company or any Associated
                Company directorships or other offices without the prior written
                consent
                of the other as the case may be.

            


    

    


    
      	
              8

            	
               

            	
              Confidential
                Information and covenants

            


    

    


    
      	
              8.1

            	
               

            	
              In
                accordance with the Employment Contract, 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

        
          

        

      

      
        
        

      

    

     

    
      	
              8.2

            	
               

            	
              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 8.   This clause
                7.2 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.

            


    

    


    
      	
              8.3

            	
               

            	
              Nothing
                in this Clause 8 shall prevent the Employee from making a protected
                disclosure in accordance with the Public Interest Disclosure Act
                1998
                provided that the disclosure is made in accordance with the provisions
                of
                that Act or a disclosure required by
                law.

            


    

    


    
      	
              9

            	
               

            	
              Company
                property

            


    

    


    
      	
              9.1

            	
               

            	
              The
                Employee represents and confirms that he has returned on or before
                the
                relevant Termination Date to the Company all property, 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.  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. For the avoidance of
                doubt however, the Employee shall be allowed to continue to use the
                company car currently provided for his use until 5 July 2008 after
                which time he may, at his sole option, transfer the lease of said
                car into
                his own name and the Employee’s company telephone/blackberry shall
                continue to be provided to him until that date and shall be
                transferred to the personal account and cost of the Employee immediately
                after that date unless otherwise agreed between the Parties. The
                Company agrees to take all reasonable steps as may be reasonably
                required
                to transfer or assist the transfer of the car and telephone/blackberry
                into the Employee’s name.

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              9.2

            	
               

            	
              The
                Employee may retain the lap top computer currently provided for his
                use
                provided that the Company has removed any confidential
                information of the Company or any Associated Company on
                it.

            


    

    


    
      	
              10

            	
               

            	
              Breach
                of agreement and compensation payable to the
                Employee

            


    

    


    
      	
              10.1

            	
               

            	
              The
                Employee agrees that if, having entered into this Agreement, the
                Employee:
                (a) breaches the provisions of clauses 7 (Secrecy) and/or 8
                (Confidential Information and Covenants) and/or the warranties at
                Clause
                12; 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
                12.1) brings any proceedings (including making complaints to professional
                or trade or regulatory bodies but excluding any such claim falling
                within
                the definition of a “qualifying disclosure” within section 43B of the
                Employment Rights Act 1996 or any Dutch equivalent) 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 any of the Company’s election
                forthwith:

            


    

    


    
      	
              10.1.1

            	
               

            	
              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

            


    

    


    
      	
              10.1.2

            	
               

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

            


    

    


    
      	
              10.2

            	
               

            	
              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.

            


    

    


    
      	
              11

            	
               

            	
              Settlement

            


    

    


    
      	
              11.1

            	
               

            	
              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 the UK or the Netherlands or in any other jurisdiction
                arising out of or in connection with the Employment or its termination
                in
                respect of any of the claims set out in Schedule 1 to this
                Agreement.

            


    

    


    
      	
              11.2

            	
               

            	
              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.

            


    

    


    
      	
              11.3

            	
               

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

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	11.3.1	
               

            	
              of
                the claims set out in Schedule 1;
                and

            


    

    


    
      	
              11.3.2

            	
               

            	
              any
                other claims whether at common law, civil law or otherwise and in
                any
                jurisdiction in the world including without limitation the United
                Kingdom,
                the Netherlandsand the United States 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.
                

            


    

    


    
      	
              11.4

            	
               

            	
              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.

            


    

    


    
      	
              11.5

            	
               

            	
              The
                Employee considers that the terms of this settlement and the amount
                of the
                Severance Payment is reasonable in the
                circumstances.

            


    

    


    
      	
              11.6

            	
               

            	
              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.

            


    

    


    
      	
              12

            	
               

            	
              Warranty

            


    

    


    
      	
              12.1

            	
               

            	
              The
                Employee represents and warrants:

            


    

    


    
      	
              12.1.1

            	
               

            	
              that
                he has received advice from a “relevant independent adviser” (“the
                Adviser”) (for the purposes of the legislation specified in
                clause 13 below) 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) 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;

            


    

    


    
      	
              12.1.2

            	
               

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

            


    

    


    
      	
              12.1.3

            	
               

            	
              that
                the Adviser has advised him that the claims and prospective proceedings
                listed at clause 11 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.

            


    

    


    
      	
              12.2

            	
               

            	
              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.

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              12.3

            	
               

            	
              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.

            


    

    


    
      	
              13

            	
               

            	
              Compliance
                with Legislation

            


    

    


    The
      conditions regulating compromise agreements contained in:

    


    
      	
              13.1

            	
               

            	
              section
                203(3) Employment Rights Act 1996;

            


    

    


    
      	
              13.2

            	
               

            	
              section
                77(4A) Sex Discrimination Act 1975 (in relation to claims under that
                Act and the Equal Pay Act
                1970);  

            


    

    


    
      	
              13.3

            	
               

            	
              section
                72(4A) Race Relations Act 1976;

            


    

    


    
      	
              13.4

            	
               

            	
              section
                288(2B) Trade Union and Labour Relations (Consolidation) Act
                1992;

            


    

    


    
      	
              13.5

            	
               

            	
              Schedule
                3A Part 1 paragraph 2 Disability Discrimination Act
                1995;

            


    

    


    
      	
              13.6

            	
               

            	
              regulation
                35(3) of the Working Time Regulations 1998;


            


    

    


    
      	
              13.7

            	
               

            	
              section
                49(4) of the National Minimum Wage Act
                1998;

            


    

    


    
      	
              13.8

            	
               

            	
              regulation
                41(4) Transnational Information and Consultation of Employee Regulations
                1999;

            


    

    


    
      	
              13.9

            	
               

            	
              regulation
                9 of the Part Time Workers (Prevention of Less Favourable Treatment)
                Regulations 2000;

            


    

    


    
      	
              13.10

            	
               

            	
              regulation
                10 of the Fixed Term Employees (Prevention of Less Favourable Treatment)
                Regulations 2002;

            


    

    


    
      	
              13.11

            	
               

            	
              Schedule
                4, Paragraph 2(2) Employment Equality (Sexual Orientation) Regulations
                2003;

            


    

    


    
      	
              13.12

            	
               

            	
              Schedule
                4, Paragraph 2(2) Employment Equality (Religion or Belief) Regulations
                2003;

            


    

    


    
      	
              13.13

            	
               

            	
              Regulation
                40(4) Information and Consultation of Employees Regulations
                2004;

            


    

    


    
      	
              13.14

            	
               

            	
              paragraph
                12 of the schedule to the Occupational and Personal Pension Schemes
                (Consultation by Employers and Miscellaneous Amendment) Regulations
                2006;
                

            


    

    


    
      	
              13.15

            	
               

            	
              Schedule
                5 paragraph 2(2) of the Employment Equality (Age) Regulations 2006;
                and

            


    

    


    
      	
              13.16

            	
               

            	
              Any
                relevant provisions of the Dutch civil code and the related rules
                and
                regulations,are intended to be and have been
                satisfied.

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              14

            	
               

            	
              Miscellaneous

            


    

    


    
      	
              14.1

            	
               

            	
              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.

            


    

    


    
      	
              14.2

            	
               

            	
              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.

            


    

    


    
      	
              15

            	
               

            	
              Whole
                agreement

            


    

    


    
      	
              15.1

            	
               

            	
              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 in relation to the termination of employment of the
                Employee.  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.

            


    

    


    
      	
              15.2

            	
               

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

            


    

    


    


    


    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 Netherland

            	
              )

            	 
	
              dated
                28/11/2008

            	
              )

            	 
	 	 	 
	 	 	 
	 	 	 
	
              SIGNED
                by Jan Jensen

            	
              )

            	
              /s/
                Jan Jensen

            
	
              the
                Employee

            	
              )

            	 
	
              dated
                28/11/2008

            	
              )

            	 


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Schedule 1

    


    Claims

    


    


    


    
      	
              1.

            	
              any
                claim for wrongful dismissal or any other claim for breach of
                contract;

            


    

    


    
      	
              2.

            	
              any
                claim for unfair dismissal under Part X of the Employment Rights
                Act
                1996;

            


    

    


    
      	
              3.

            	
              any
                claim for a statutory redundancy payment pursuant to section 135
                of the
                Employment Rights Act 1996;

            


    

    


    
      	
              4.

            	
              any
                claim arising out of a contravention or an alleged contravention
                of Part
                II of the Employment Rights Act 1996 (protection of wages including
                any
                claim for unlawful deduction from wages pursuant to section 13 Employment
                Rights Act 1996 and Guarantee Payments pursuant to section 28 Employment
                Rights Act 1996);

            


    

    


    
      	
              5.

            	
              any
                claim in relation to the right of an itemised pay statement pursuant
                to s8
                Employment Rights Act 1996;

            


    

    


    
      	
              6.

            	
              any
                claim in relation to the right for written statement of reasons for
                dismissal pursuant to section 92 Employment Rights Act
                1996;

            


    

    


    
      	
              7.

            	
              any
                claim in relation to protection from suffering detriment in employment
                pursuant to Part V the Employment Rights Act
                1996;

            


    

    


    
      	
              8.

            	
              any
                claim in relation to exercising the right to time off work pursuant
                to
                Part VI the Employment Rights Act
                1996;

            


    

    


    
      	
              9.

            	
              any
                claim in relation to suspension from work pursuant to Part VII the
                Employment Rights Act 1996;

            


    

    


    
      	
              10.

            	
              any
                claim in relation to the right to take parental leave pursuant to
                the
                Employment Rights Act 1996;

            


    

    


    
      	
              11.

            	
              any
                claim in relation to the right to request contract variation for
                flexible
                working pursuant to section 80 Employment Rights Act
                1996;

            


    

    


    
      	
              12.

            	
              any
                claim arising out of a contravention or alleged contravention of
                the Trade
                Union and Labour Relations (Consolidation) Act 1992 as specified
                in
                section 18(1)(b) Employment Tribunals Act 1996 (excluding a claim
                for
                non-compliance of section 188);

            


    

    


    
      	
              13.

            	
              any
                claim pursuant to section 63 the Sex Discrimination Act 1975
                (discrimination, harassment and victimisation on the grounds of sex,
                marital status, gender re-assignment or civil partnership
                status);

            


    

    


    
      	
              14.

            	
              any
                claim pursuant to section 2 the Equal Pay Act 1970 (equal
                pay);

            


    

    


    
      	
              15.

            	
              any
                claim pursuant to section 54 Race Relations Act 1976 (discrimination,
                harassment and victimisation on the grounds of colour, race, nationality
                or ethnic or national origin);

            


    

    


    
      	
              16.

            	
              any
                claim pursuant to section 17A or 25(8) Disability Discrimination
                Act 1995
                (discrimination or harassment on grounds of
                disability);

            


    

    


    
      	
              17.

            	
              any
                claim pursuant to Reg 30 Working Time Regulations 1998 (working time
                or
                holiday pay);

            


    

    


    
      	
              18.

            	
              any
                claim pursuant to section 10 Employment Relations Act 1999 (right
                to be
                accompanied to a disciplinary or grievance
                hearing);

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              19.

            	
              any
                claim pursuant to Regulation 15 of the Flexible Working (Procedural
                Requirements) Regulations 2002 and the Flexible Working (Eligibility,
                Complaints and Remedies) Regulations 2002 pursuant to section 80
                Employment Rights Act 1996;

            


    

    


    
      	
              20.

            	
              any
                claim pursuant to Regulation 28 the Employment Equality (Sexual
                Orientation) Regulations 2003 (discrimination, harassment on grounds
                of
                sexual orientation); 

            


    

    


    
      	
              21.

            	
              any
                claim pursuant to Regulation 28 the Employment Equality (Religion
                or
                Belief) Regulations 2003 (discrimination and harassment on grounds
                of
                religion or belief); 

            


    

    


    
      	
              22.

            	
              any
                claim pursuant to Reg 29 or 33 the Information and Consultation of
                Employees Regulations 2004

            


    

    


    
      	
              23.

            	
              any
                claim under S47B Employment Rights Act 1996;
                and/or

            


    

    


    
      	
              24.

            	
              any
                claim in relation to failure to elect appropriate representatives
                or
                inform or consult or any entitlement to compensation under the Transfer
                of
                Undertaking (Protection of Employment) Regulations
                2006;

            


    

    


    
      	
              25.

            	
              any
                claim in relation to the Occupational and Personal Pension Schemes
                (Consultation by Employers and Miscellaneous Amendment) Regulations
                2006;

            


    

    


    
      	
              26.

            	
              any
                claim pursuant to Regulation 36 the Employment Equality (Age) Regulations
                2006 (direct or indirect discrimination, harassment or victimisation
                on
                the grounds of age);

            


    

    


    
      	
              27.

            	
              any
                claim for failure to comply with obligations under the Human Rights
                Act
                1998;

            


    

    


    
      	
              28.

            	
              any
                claim for failure to comply with obligations under the Data Protection
                Act
                1998;

            


    

    


    
      	
              29.

            	
              any
                claim under any provision of directly applicable European
                law;

            


    

    


    
      	
              30.

            	
              any
                claim in respect of harassment under section 3 Protection from Harassment
                Act 1997; and

            


    

    


    
      	
              31.

            	
              any
                claims for physical or psychiatric illness relating to any acts of
                discrimination or any stress-related claims and/or any claims relating
                to
                depression; and

            


    

    


    
      	
              32.

            	
              all
                and any equivalent claims to those listed above arising in any other
                jurisdiction including but not limited to the Netherlands or arising
                pursuant to the Dutch Civil Code and/or related rules and
                regulations.

            


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Schedule 2

    


     Draft
      Letter of Resignation

    


    


    


    Private
      & Confidential

    Company
      Secretary

    Viewsonic
      Europe Limited and Viewsonic Netherlands

    Riverside
      House

    2a
      Southwark Bridge Road

    London

    SE1
      9HA

    


    


     [Date]

    


    Dear
      Sirs

    


    Please
      accept this letter as formal notice of my resignation as a Director of both
      Viewsonic Europe Limited and Viewsonic Netherlands and each of the
      companies named in the schedule below of which I am a Director.  Each
      of the named companies will be sent a copy of this letter of resignation
      addressed to that company secretary and should be accepted as an immediate
      resignation. My resignation as a Director of the Company
      is to be effective immediately. I acknowledge that I have no further claims
      as
      against each and any of these companies arising from any offices, trusteeships,
      secretaryships or any other arrangements for the provision of my services to
      it
      or them or the termination of it or them.

    


    You
      and
      the other company secretaries are asked to arrange for particulars of my
      resignation to be filed with the Registrar of Companies.

    


    Yours
      faithfully

    


    


    


    
      	
              SIGNED

            	
              /s/
                Jan Jensen

            	 


    

    


     Jan Jensen

    


    Viewsonic
      Netherland

    


    Viewsonic
      Technology Gmbh

    


    Registered
      Representative office Viewsonic Europe Ltd. in Russia

    


    Registered
      Representative office Viewsonic Europe Ltd. in Ukraine


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Schedule 3

    


    Certificate
      by UK Adviser

    
 

    I
      confirm
      that I have given independent legal advice to Jen 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.

    
 

    I
      confirm
      that I am a Solicitor of the Supreme Court holding both at the date of the
      above
      Agreement and at the date the said advice a current practising certificate
      and
      that there is and was at the time I gave the advice referred to above 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

            	 
	
              Name

            	
              Nigel Forsyth

            	 
	
              Firm                      
                

            	
              Barker
                Gillette

            	 


    

    
      	
              Address
                of firm   

            	
              11-12
                Wigmore Place,

            	 
	 	
              London
                W1U 2LU

            	 


    

    


     

    15