Offer Letter dated June 5, 2008, between the Registrant and James C. Braile



 Exhibit 10.22 
 

 
 June 5, 2008 
 Jim Brailean 
 6120 Avenida Cresta 
 La Jolla, CA, 92037

  

	 	Re:	Board of Directors of DivX, Inc. – Offer Letter 

 Jim: 
 I am glad to formally invite you to join the DivX, Inc. Board of Directors. You stand apart from other available candidates in terms of your substantive knowledge and
experience as well as your cultural fit with both the DivX team and understanding of the Company’s mission. This letter encapsulates the discussions we have had over the last few weeks with respect to your joining the Board. 
 As a board member of DivX, you agree to act as a fiduciary for DivX, Inc. shareholders, including among other things providing industry expertise and operational
insights to DivX management and attending scheduled Board meetings in person except under unusual circumstances. 
 Following your acceptance of this offer of Board membership, you would receive a nonstatutory stock option grant to purchase 30,000 shares of DivX common stock. As with all option grants, such grant would be subject
to Board approval and would be consistent with the Company’s policies regarding the grant of options to Section 16 persons. All options would be subject to the Company’s stock option plan and would vest over four years with 25%
vesting on the one-year anniversary of the grant date and then  1/48 vesting on a monthly basis for 36 months. Vesting in such
options would depend upon your continued status as a Director of DivX. The exercise price of such options would be the fair market value of the Company’s common stock as of the date of such option grant. 
 If during your membership of the DivX Board of Directors there is a Change of Control (as defined below), the options granted to you shall vest and become exercisable
immediately prior to the Change of Control. “Change of Control” shall mean the sale or substantially all of the assets of DivX or the acquisition of DivX by another entity by means of consolidation or merger after which the then current
shareholders of DivX hold less than 50% of the voting power of the surviving corporation provided that a reincorporation of DivX shall not be a Change of Control. 
 During your tenure as a Director, you will also be eligible for an annual grant of 15,000 nonstatutory options
consistent with the Company’s policies regarding the grant of options to Section 16 persons. Such options would be subject to the Company’s stock option plan and would vest over four years with 25% vesting on the one-year anniversary
of the grant date and then  1/48 vesting on a monthly basis for 36 months. Vesting in such options would depend upon your
continued status as a Director of DivX. 
  


											
		 		 		 		 	DivX, Inc.	  	
		 		 		 		 	4780 Eastgate Mall	  	t: +1.858.882.0600
		 		 		 		 	San Diego, CA 92121	  	f: +1.858.882.0601
		 		 		 		 	USA	  	w: www.divx.com










 

 
  

 In addition, as a Director you will receive an annual cash retainer equal to $25,000 and shall receive Board meeting
fees as follows: $1,500 for in-person meetings and $750 for telephonic meetings. 
 Finally, you will be eligible for additional compensation in the event
that you become a member of one or more committees of the Board, such as the Audit Committee or Compensation Committee. 
 Please note that as a Director,
you would have access to confidential information and would be required to execute the Company’s standard nondisclosure agreement, a copy of which shall be provided to you. 
 Our proposal reflects how strongly management and the Board feel about the prospect of working with you. We look forward to you joining our team. 
  

	
	DivX, Inc.
	
	 /s/ Kevin Hell

	Kevin Hell
	Chief Executive Officer
	
	 /s/ Christopher McGurk

	Christopher McGurk
	Board Member, Chairman of Corporate Governance & Nominating Committee

 Acknowledged and Agreed: 
 I have read this letter in its entirety and agree to its terms and conditions. 
  

	
	 /s/ Jim Brailean

	Jim Brailean
	
	Dated: 06/20/08