AVID TECHNOLOGY INC
EX-10 (2)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10-2_93004.txt
<DESCRIPTION>EX-10 (2)
<TEXT>
                               Avid Technology, Inc.
                               ---------------------

                          Incentive Stock Option Grant
                          ----------------------------
                               Terms and Conditions
                               --------------------


1.      Grant of Option. Avid Technology, Inc., a Delaware corporation (the
"Company"), has granted to the Optionee identified in the attached Notice of
Stock Option Grant (the "Notice") an option pursuant to the Company's Stock
Plan identified in the Notice (the "Plan") to purchase a total number of shares
as identified in the Notice (the "Shares") of common stock, $0.01 par value per
share, of the Company ("Common Stock") at the price per share and subject to the
terms and conditions set forth herein and in the Notice.

         It is intended that the option evidenced hereby shall be an incentive
stock option as defined in Section 422 of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the "Code"). Except as
otherwise indicated by the context, the term "Optionee", as used in this option,
shall be deemed to include any person who acquires the right to exercise this
option validly under its terms. Except where the context otherwise requires, the
term "Company" shall include the parent and all present and future subsidiaries
of the Company as defined in Sections 424(e) and 424(f) of the Code.

2.      Vesting Schedule. Except as otherwise provided herein, this option may
be exercised in whole or in part prior to the tenth anniversary of the date of
grant (hereinafter the "Final Exercise Date") commencing on the first vest date
set forth in the Notice (the "Vesting Commencement Date") in an initial
installment of shares as provided therein. The remaining shares shall vest as
provided in the Notice. The right of exercise shall be cumulative so that to the
extent the option is not exercised in any period to the maximum extent
permissible it shall continue to be exercisable, in whole or in part, with
respect to all Shares for which it is vested until the earlier of the Final
Exercise Date or the termination of this option under Section 3 hereof or the
Plan.

3.      Exercise of Option.

        (a)     Form of Exercise. Each election to exercise this option shall be
in a manner as determined by the Company from time to time and shall be
accompanied by payment in full in accordance with Section 4 below. The Optionee
may purchase less than the number of shares covered hereby, provided that no
partial exercise of this option may be for any fractional share or for fewer
than ten whole shares.

        (b)     Continuous Relationship with the Company Required. Except as
otherwise provided in this Section 3, this option may not be exercised unless
the Optionee, at the time he or she exercises this option, is, and has been at
all times since the grant date as indicated in the Notice (the "Grant Date"), an
employee or officer of, or consultant or advisor to, the Company (an "Eligible
Optionee").

        (c)     Termination of Relationship with the Company. If the Optionee
ceases to be an Eligible Optionee for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall terminate



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<PAGE>
three months after such cessation (but in no event after the Final Exercise
Date), provided that this option shall be exercisable only to the extent that
the   Optionee was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Optionee, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
similar agreement between the Optionee and the Company, the right to exercise
this option shall terminate immediately upon such violation.

        (d)     Exercise Period Upon Retirement, Death or Disability. If the
Optionee retires, dies or becomes disabled (within the meaning of Section
22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an
Eligible Optionee and the Company has not terminated such relationship for
"cause" as specified in paragraph (e) below, this option shall be exercisable,
within the period of one year following the date of retirement, death or
disability of the Optionee, by the Optionee (or in the case of death by an
authorized transferee), provided that this option shall be exercisable only to
the extent that this option was exercisable by the Optionee on the date of his
or her retirement, death or disability, and further provided that this option
shall not be exercisable after the Final Exercise Date. For purposes of this
Section 3, "retirement" shall mean the cessation of employment with the Company
for any reason other than "cause" as specified in paragraph (e) below, by an
Optionee who is a least 55 years of age and who has worked full-time for the
company for the five years immediately preceding the date of cessation of
employment.

        (e)     Discharge for Cause. If the Optionee, prior to the Final
Exercise Date, is discharged by the Company for "cause" (as defined below), the
right to exercise this option shall terminate immediately upon the effective
date of such discharge. "Cause" shall mean willful misconduct by the Optionee or
willful failure by the Optionee to perform his or her responsibilities to the
Company (including, without limitation, breach by the Optionee of any provision
of any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Optionee and the Company), as determined by the
Company, which determination shall be conclusive. The Optionee shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Optionee's resignation, that discharge for cause was
warranted.

4.      Payment of Purchase Price. Payment of the purchase price for shares
purchased upon exercise of this option shall be made by delivery of cash or
check payable to the order of the Company or, with the prior consent of the
Company (which may be withheld in its sole discretion), by (A) delivery of
shares of Common Stock owned by the Optionee for at least six months, valued at
their fair market value, as determined by the Board of Directors of the Company
(the "Board") in good faith; (B) delivery of a promissory note of the Optionee
to the Company on terms determined by the Board; (C) delivery of an irrevocable
undertaking by a credit worthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price or delivery by the Optionee of
irrevocable and unconditional instructions to a credit worthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price;
(D) payment of such other lawful consideration as the Board may determine; or
(E) any combination of the foregoing.





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<PAGE>
5.      Tax Matters.

        (a)     Withholding. No Shares will be issued pursuant to the exercise
of this option unless and until the Optionee pays to the Company, or makes
provision satisfactory to the Company for payment of, any federal, state or
local withholding taxes required by law to be withheld in respect of this
option. In the Board's discretion, and subject to such conditions as the Board
may establish, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the option creating the tax
obligation, valued at their fair market value. The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the Optionee.

        (b)     Disqualifying Disposition. If the Optionee disposes of Shares
acquired upon exercise of this option within two years from the Grant Date or
one year after such Shares were acquired pursuant to exercise of this option,
the Optionee shall notify the Company in writing of such disposition.

6.      Nontransferability of Option. This option may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Optionee, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the lifetime of the Optionee, this option shall be
exercisable only by the Optionee.

7.      Provisions of the Plan. This option is subject to the provisions of the
Plan, a copy of which is furnished to the Optionee with this option.

8.      Miscellaneous.

        (a)     Governing Law. This option shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to applicable
conflicts of laws.

        (b)     Severability. The invalidity or unenforceability of any
provision hereof shall not affect the validity or enforceability of any other
provision hereof, and each such other provision shall be severable and
enforceable to the extent permitted by law.

        (c)     Binding Effect. These terms and conditions shall be binding upon
and inure to the benefit of the Company and the Optionee and their respective
heirs, executors, administrators, legal representatives, successors and assigns.

        (d)     Entire Agreement. These terms and conditions, the attached
Notice and the Plan constitute the entire agreement between the parties, and
supersedes all prior agreements and understandings, relating to the subject
matter hereof.

        (e)     Amendment. These terms and conditions may be amended or modified
only by a written instrument executed by both the Company and the Optionee.




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<PAGE>
                              Avid Technology, Inc.

                         Notice of Grant of Stock Option

NAME

Employee ID:
            -----



Dear           ,
    -----------

Effective           (the "Effective Date"), you have been granted a stock option
to buy        shares of common stock of Avid Technology, Inc. (the "Company") at
an exercise price of $     per share.

Shares in each period will become fully vested on the date shown.

--------------------------------------------------------------------------------
Number of Shares      Vest Type          Full Vest           Expiration
--------------------- ------------------ ------------------- -------------------
                      On Vest Date
--------------------- ------------------ ------------------- -------------------
                      Monthly
--------------------------------------------------------------------------------

By your signature and the Company's signature below, you and the Company agree
that this option is granted under and governed by the terms and conditions of
the Company's Stock Option Plan and the attached Terms and Conditions.


AVID TECHNOLOGY, INC.

By                                          Date
  --------------------------------              ------------------------


                                            Date
----------------------------------              ------------------------
Employee












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<PAGE>

</TEXT>
</DOCUMENT>
