AVID TECHNOLOGY INC
EXHIBIT 10.13
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>exhibit1013_093002-3qtr.txt
<DESCRIPTION>EXHIBIT 10.13
<TEXT>

                           Change-in-Control Agreement


                                                     Date:  July 24, 2002

Paul J. Milbury
Avid Technology, Inc.
Avid Technology Park
One Park West
Tewksbury, MA 01876

         The Board of Directors (the "Board") of Avid Technology, Inc. ("Avid"
or the "Company") recognizes that your contributions to the future growth and
success of the Company will be substantial and the Board desires to assure the
Company of your continued services for the benefit of the Company, particularly
in the face of a change-in-control of the Company.

         This letter agreement ("Agreement") therefore sets forth those benefits
which the Company will provide to you in the event your employment within the
Company is terminated after a "Change in Control of the Company" (as defined in
Paragraph 2(i)) under the circumstances described below.

1.     TERM.

         If a Change in Control of the Company should occur while you are still
an employee of the Company, then this Agreement shall continue in effect from
the date of such Change in Control of the Company for so long as you remain an
employee of the Company, but in no event for more than two full calendar years
following such Change in Control of the Company; provided, however, that the
expiration of the term of this Agreement shall not adversely affect your rights
under this Agreement which have accrued prior to such expiration. If no Change
in Control of the Company occurs before your status as an employee of the
Company is terminated, this Agreement shall expire on such date. Prior to a
Change in Control of the Company, your employment may be terminated by the
Company with or without Cause (as defined in Paragraph 3(ii)), and/or this
Agreement may be terminated by the Company, at any time upon written notice to
you and, in either or both such events, you shall not be entitled to any of the
benefits provided hereunder; provided, however, that the Company may not
terminate this Agreement following the occurrence of a Potential Change in
Control of the Company (as defined in Paragraph 2(ii)) unless (a) at least one
year has expired since the most recent event or transaction constituting a
Potential Change in Control of the Company and (b) in respect of a Potential
Change in Control of the Company which previously occurred, no facts or
circumstances continue to exist which, if initially occurring at the time any
termination of this Agreement is to occur, would constitute a Potential Change
in Control of the Company.

2.     CHANGE IN CONTROL; POTENTIAL CHANGE IN CONTROL.

(i) For purposes of this Agreement, a "Change in Control of the Company" shall
be deemed to have occurred only if any of the following events occur:
<PAGE>

(a) The acquisition by an individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"))(a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the
then outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this subsection (i), the following acquisitions shall not
constitute a Change of Control: (A) any acquisition directly from the Company,
(B) any acquisition by the Company, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (D) any acquisition by any corporation
pursuant to a transaction which satisfies the criteria set forth in clauses (A)
and (B) of subparagraph (c) of this Paragraph 2(i); or

(b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequently to the
date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

(c) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 40% of,
respectively, the then-outstanding shares of common stock and the combined
voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, of the corporation resulting from such
Business Combination (which as used in this Paragraph 2(i)(c) shall include,
without limitation, a corporation which as a result of such transaction owns all
or substantially all of the Company's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be and (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 30% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination, or the
combined voting power of the then-outstanding voting securities of such
corporation.
<PAGE>

(ii) For purposes of this Agreement, a "Potential Change in Control of the
Company" shall be deemed to have occurred if (A) the Company shall enter into a
merger, acquisition or similar agreement, the consummation of which would result
in the occurrence of a Change in Control of the Company, or (B) any person shall
publicly announce an intention to take actions which if consummated would
constitute a Change in Control of the Company. Notwithstanding the foregoing,
any event or transaction which would otherwise constitute a Potential Change in
Control of the Company shall not constitute a Potential Change in Control of the
Company if the negotiations or other actions leading to such event or
transaction were initiated by the Company (it being understood that the
occurrence of such a Company-initiated event or transaction shall not affect the
existence of any Potential Change in Control of the Company resulting from any
other event or transaction).

3.     TERMINATION FOLLOWING CHANGE IN CONTROL.

         If a Change in Control of the Company shall have occurred while you are
still an employee of the Company, you shall be entitled to the payments and
benefits provided in Paragraph 4 hereof upon the subsequent termination of your
employment within 24 months after such Change in Control, by you or by the
Company unless such termination is (a) because of your death, (b) by the Company
for "Cause" (as defined below), or (c) by you other than for "Good Reason" (as
defined below), in any of which events you shall not be entitled to receive
benefits under this Agreement.

(i) "Disability". If, as a result of your incapacity due to physical or mental
illness, you shall have been deemed "disabled" by the institution appointed by
the Company to administer the Company's Long-Term Disability Plan (or successor
plan) because you shall have been absent from your duties with the Company on a
full-time basis for nine (9) months and shall not have returned to full-time
performance of your duties within thirty days after written notice is given you,
the Company may terminate your employment for Disability.

(ii) "Cause". For the purposes of this Agreement, the Company shall have "Cause"
to terminate your employment only upon

(A) the willful and continued failure by you substantially to perform your
duties with the Company (other than any such failure resulting from your
incapacity due to physical or mental illness or any failure resulting from your
terminating your employment with the Company for "Good Reason" (as defined
below)) after a written demand for substantial performance is delivered to you
by the Company which specifically identifies the manner in which the Company
believes that you have not substantially performed your duties, or

(B) the willful engaging by you in gross misconduct materially and demonstrably
injurious to the Company, or

(C) an act by you of fraud, embezzlement or other material dishonesty with
respect to the Company, or

(D) commission of a felony or any other crime involving fraud, dishonesty or
moral turpitude.
<PAGE>

         For purposes of this paragraph, no act, or failure to act, on your part
shall be considered "willful" unless done, or omitted to be done, by you not in
good faith and without reasonable belief that your action or omission was in the
best interests of the Company.

(iii) "Good Reason". You may terminate your employment for Good Reason. For
purpose of this Agreement, "Good Reason" shall mean:

(A) the assignment to you of any duties materially inconsistent with, or any
material diminution of, your positions, duties, responsibilities and status with
the Company immediately prior to a Change in Control of the Company, or a
material change in your titles or offices as in effect immediately prior to a
Change in Control of the Company;

(B) a reduction by the Company in your base salary in effect immediately prior
to a Change in Control of the Company (other than the reduction of up to 5% for
a period of not more than six months which is part of an across the board
proportionate reduction in the salaries of other peer executives of the Company
imposed because the Company is experiencing financial hardship);

(C) the failure by the Company to maintain your participation in any life
insurance, medical, health and accident, disability and vacation plan or policy
of the Company on terms not less favorable than those provided by the Company to
other peer executives of the Company;

(D) the failure by the Company to maintain your participation in a bonus or
incentive plan that provides for an annual target bonus not lower than your
target bonus (at a payout factor of one) for the fiscal year in which the Change
in Control of the Company occurs;

(E) any requirement by the Company that (i) the location of which you perform
your principal duties for the Company be changed to a new location that is more
than 50 miles from the location at which you perform your principal duties for
the Company at the time of the Change in Control of the Company or (ii) you are
required to travel on an overnight basis to a significantly greater extent than
you were required to so travel prior to the Change in Control of the Company;

(F) any material breach by the Company of any provision of this Agreement
(including, without limitation, Paragraph 6), which is not cured within 30 days
after written notice thereof; or

(G) any purported termination of your employment by the Company which is not
effected pursuant to a Notice of Termination satisfying the requirements of
subparagraph (iv) below (and, if applicable, subparagraph (ii) above); and for
purposes of this Agreement, no such purported termination shall be effective.

(iv) Notice of Termination. Any termination by the Company pursuant to
subparagraphs (i) or (ii) above or by you pursuant to subparagraph (iii) above
shall be communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of your termination under the
provision so indicated.
<PAGE>

(v) Date of Termination. "Date of Termination" shall mean:

(A) if this Agreement is terminated for Disability, thirty days after Notice of
Termination is given (provided that you shall not have returned to the
performance of your duties on a full-time basis during such thirty-day period),

(B) if your employment is terminated pursuant to subparagraph (iii) above, the
date specified in the Notice of Termination, and

(C) if your employment is terminated for any other reason, the date on which a
Notice of Termination is given (or, if a Notice of Termination is not given, the
date of such termination).

4.     COMPENSATION DURING DISABILITY OR UPON TERMINATION.

(i) If, after a Change in Control of the Company, you shall fail to perform your
duties hereunder as a result of incapacity due to Disability, you shall continue
to receive your full base salary twice a month at the rate then in effect and
any awards under the Executive/Senior Management Variable Compensation Plan or
any successor plan shall continue to accrue and to be paid during such period
until your employment is terminated (and, if the Company maintains a Long Term
Disability Plan, you shall be eligible for coverage thereunder in accordance
with the terms thereof and subject to the satisfaction of all applicable
conditions, including without limitation, the timely filing of a notice of
claim); provided, however, in the event the Company makes no interim individual
accruals for the Executive/Senior Management Variable Compensation Plan or any
successor plan in respect of any period for which no award has been made under
such Plan you shall receive payment during such period of Disability in the
amount equal to the product of (a) the amount awarded to you under such Plan or
any successor plan during the period most recently ended, multiplied by (b) a
fraction (hereinafter the "Partial Service Fraction"), the numerator of which is
the whole and partial months of service completed in the current period, and the
denominator of which is the number of months in the period most recently ended
for which an award was made.

(ii) If, after a Change in Control of the Company, your employment shall be
terminated for Cause, the Company shall pay you for your full base salary
through the Date of Termination at the rate in effect at the time Notice of
Termination is given and the Company shall have no further obligations to you
under this Agreement.

(iii) If, within two years after a Change in Control of the Company, the Company
shall terminate your employment, other than pursuant to Paragraph 3(i) or 3(ii)
hereof or by reason of death, or if you shall terminate your employment for Good
Reason:

(A) The Company shall pay you as severance pay (and without regard to the
provisions of any benefit plan) in a lump sum in cash no more than 30 days
following the Date of Termination, the following amounts:
<PAGE>

      (x)      the sum of (A) your accrued but unpaid base salary through
               the Date of Termination, (B) the product of (x) the greater
               of your highest annual bonus earned in the two most recent
               full fiscal years preceding the Date of Termination and your
               target bonus award (at a payout factor of one) for the
               fiscal year in which the Date of Termination occurs, and
               (y) a fraction, the numerator of which is the number of days
               in the then current fiscal year through the Date of
               Termination, and the denominator of which is 365 and (C) the
               amount of any compensation previously deferred by you
               (together with any accrued interest or earnings thereon) and
               any accrued vacation pay, in each case to the extent no
               previously paid (the sum of the amounts described in
               clauses (A), (B), and (C) shall be hereinafter referred to
               as the "Accrued Obligations"); and

      (y)      the amount equal to one and a half (1.5) times (or, in the
               case of death, one (1) times) the sum of your annual base
               salary at the highest rate in effect during the 12 months
               preceding the Date of Termination and the greater of your
               highest annual bonus earned in the two most recent full
               fiscal years preceding the Date of Termination and your
               target bonus award (at a payout factor of one) for the
               fiscal year in which the Date of Termination occurs.

(B) For a twenty-four (24) month period after such termination, the Company
shall arrange to provide you with life, dental, accident and group health
insurance benefits substantially similar to those that you were receiving
immediately prior to such termination to the extent that the Company's plans
then permit the Company to provide you with such benefits. Notwithstanding the
foregoing, the Company shall not provide any such benefits to you to the extent
that an equivalent benefit is received by you from another employer during such
period, and you shall report any such benefit actually received by you to the
Company;
<PAGE>

(C) Notwithstanding anything to the contrary in the applicable stock option or
restricted stock agreement, the exercisability of all outstanding stock options
and restricted stock awards then held by you for the purchase of common stock of
the Company (or securities exchanged for such common stock in connection with
the Change in Control of the Company) shall accelerate in full and you shall be
entitled to exercise any such options until 24 months after the Date of
Termination; and

(D) You shall be entitled to full executive outplacement assistance with an
agency selected by the Company.

(iv) You shall not be required to mitigate the amount of any payment provided
for in this Paragraph 4 by seeking other employment or otherwise, nor shall the
amount of any payment provided for in this Paragraph 4 be reduced by any
compensation earned by you as the result of employment by another employer after
the Date of Termination, or otherwise.

(v) Nothing in this Agreement shall prevent or limit your continuing or future
participation in any plan, program, policy or practice provided by the Company
to its employees and for which you may qualify nor, subject to Paragraph 11
hereof, shall anything herein limit or otherwise affect such rights as you may
have under any contract or agreement between you and the Company; provided,
however, that to the extent you are entitled to receive any payments hereunder
upon termination of your employment, you shall not be entitled to any payments
under any severance plan, program, policy or practice of the Company then in
effect.

5.     CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

(i) Anything in this Agreement to the contrary notwithstanding and except as set
forth below, in the event it shall be determined that any payment or
distribution by the Company to or for the your benefit and/or any acceleration
of vesting of any options or restricted stock awards (whether paid or payable or
distributed or distributable or provided pursuant to the terms of this Agreement
or otherwise, but determined without regard to any additional payments required
under this Paragraph 5) (a "Payment") would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code or any interest or penalties are
incurred by you with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then you shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after the payment by you of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed
upon the Payments. Not withstanding the foregoing provisions of this Paragraph
5(i), if it shall be determined that you are entitled to a Gross-Up Payment, but
that you, after taking into account the Payments and the Gross-Up Payment, would
not receive a net after-tax benefit of at least $50,000 (taking into account
both income taxes and any Excise Tax) as compared to the net after-tax proceeds
to you resulting from an elimination of the Gross-Up Payment and a reduction of
the Payments, in an aggregate, to an amount (the "Reduced Amount") such that the
receipt of Payments would not give rise to any Excise Tax, then no Gross-Up
Payment shall be made to you and the Payments, in the aggregate, shall be
reduced to the Reduced Amount.
<PAGE>

(ii) Subject to the provisions of Paragraph 5(i), all determinations required to
be made under this Paragraph 5, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by
PricewaterhouseCoopers LLP or such other certified public accounting firm as may
be designated by the Company (the "Accounting Firm") which shall provide
detailed supporting calculations to both the Company and you within 15 business
days of the receipt of notice from you that there has been a Payment, or such
earlier time as is requested by the Company. In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity, or group
affecting the Change of Control, the Company shall appoint another nationally
recognized accounting firm to make the determinations required hereunder.

All fees and expenses of the Accounting Firm shall be borne by the Company. Any
Gross-Up Payment, as determined pursuant to this Paragraph 5, shall be paid by
the Company to you within ten business days of the receipt of the Accounting
Firm's determination. Any determination by the Accounting Firm shall be binding
upon the Company and you. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder. In the event that the
Company exhausts its remedies pursuant to Paragraph 5(iii) and you thereafter
are required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for your benefit.

(iii) You shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company of
the Gross-Up Payment. Such notification shall be given as soon as practical but
no later than ten business days after you are informed in writing of such a
claim and shall apprise the Company of the nature of the claim and the date on
which such claim is requested to be paid. You shall not pay such claim prior to
the expiration of the 30-day period following the date on which you give such
notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Company notifies you
in writing prior to the expiration of such period that it desires to contest
such claim, you shall:

(A) give the Company any information reasonably requested by the Company
relating to such claim,

(B) take such action in connection with contesting such claim as the Company
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by the Company,
<PAGE>

(C) cooperate with the Company in good faith in order to effectively contest
such claim, and

(D) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold you harmless, on an after-tax
basis, for any Excise Tax or income tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment of costs
and expenses. Without limitation of the foregoing provisions of this Paragraph
5(iii), the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct you to pay the
tax claimed and sue for a refund or to contest the claim in any permissible
manner, and you agree to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if the
Company directs you to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to you, on an interest-free basis, and shall
indemnify and hold the you harmless, on an after-tax basis, from any Excise Tax
or income tax (including interest or penalties with respect thereto) imposed
with respect to such advance or with respect to any imputed income with respect
to such advance; and further provided that any extension of the statute of
limitations relating to payment of taxes for your taxable year with respect to
which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and you shall be entitled to settle or contest, as the case may be,
any other issue raised by the Internal Revenue Service or other taxing
authority.

(iv) If, after the receipt by you of an amount advanced by the Company pursuant
to Paragraph 5(iii), you become entitled to receive any refund with respect to
such a claim, you shall (subject to the Company's complying with the
requirements of Paragraph 5(iii)) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by you of an amount advanced by the
Company pursuant to Paragraph 5(iii), a determination is made that you shall not
be entitled to any refund with respect to such claim any the Company does not
notify you in writing of its intent to contest such denial of refund prior to
the expiration of 30 days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.

6.     SUCCESSOR'S BINDING AGREEMENT.

(i) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or substantially all of
the business and/or the assets of the Company, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the

<PAGE>

Company would be required to perform if no such succession had taken place. As
used in this Agreement, "Company" shall mean the Company as defined above and
any successor to its business and/or assets as aforesaid which executes and
delivers the agreement provided for in this paragraph 6 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.

(ii) This Agreement shall inure to the benefit of, and be enforceable by, your
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If you should die while any amounts would
still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or, if there
be no such designee, to your estate.

7.     COMPETITIVE ACTIVITY.

(i) Unless the Company materially breaches this Agreement, you agree you will
not for a period of one (1) year after termination of your employment with the
Company, engage in any activity which is competitive with any business which is
now, or is at any time during your employment with the Company, conducted by the
Company, including without limitation becoming an employee, investor (except for
passive investments of not more than one percent (1%) of the outstanding shares
of, or any other equity interest in, a company or entity listed or traded on a
national securities exchange or in an over-the-counter securities market),
officer, agent, partner or director of, or other participant in, any firm,
person or other entity in any geographic area that competes or plans to compete
with the Company in the business of the development, manufacture, promotion,
distribution or sale of digital film, video or audio editing, special effects,
3D or newsroom automation systems or products or other business in which the
Company is engaged or plans to engage at the time of your termination. Without
limiting the foregoing, the parties agree that the following businesses are, as
of the date of this Agreement, competitive with the Company: Adobe, Apple,
Autodesk/Discreet Logic, Euphonics, Fairlight, Mackie, Media 100, MOTU, Newtek,
Pinnacle Systems, Quantel, SGI/Alias Wavefront, Sony, Steinberg, Thomson/The
Grass Valley Group, and all subsidiaries and affiliates of the foregoing
companies.

(ii) You will not directly or indirectly assist others in engaging in any of the
activities in which you are prohibited to engage by paragraph 7(i) above.

(iii) You will not directly or indirectly (a) induce any employee of the Company
to engage in any activity in which you are prohibited from engaging by paragraph
7(i) above or to terminate your employment with the Company, or (b) employ or
offer employment to any person who was employed by the Company unless such
person shall have ceased to be employed by the Company for a period of at least
one (1) year.

8.     INJUNCTIVE RELIEF.

         You acknowledge and agree that the remedy of the Company at law for any
breach of the covenants and agreements contained in Paragraph 7 of this
Agreement will be inadequate, and that the Company shall be entitled to
injunctive relief against any such breach or threatened breach. You represent
and agree that such injunctive relief shall not prohibit you from earning a
livelihood acceptable to you.
<PAGE>

9.     NOTICE.

         For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided
that all other notices to the Company should be directed to the attention to the
Corporate Secretary of the Company, or to such address as either party may have
furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

10.     FURTHER ASSURANCES.

         Each party hereto agrees to furnish and execute such additional forms
and documents, and to take such further action, as shall be reasonable and
customarily required in connection with the performance of this Agreement or the
payment of benefits hereunder.

11.     ENTIRE AGREEMENT.

         This Agreement represents the entire agreement of the parties with
respect to the subject matter hereof and supersedes any other agreement between
the parties with respect to such subject matter, including without limitations,
the Employment Agreement dated July 24, 2002.

12.     COUNTERPARTS.

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one in the same instrument.

13.     LEGAL FEES AND EXPENSES.

         In addition to any other benefits to which you may be entitled
hereunder, the Company shall pay all reasonable legal fees and expenses which
you may incur as a result of the Company's contesting the validity,
enforceability or your interpretation of, or determination under, this Agreement
or otherwise as a result of any termination as a result of which you are
entitled to the benefits set forth in this Agreement.

14.     MISCELLANEOUS.

(i) No provision of this Agreement may be modified, waived, or discharged unless
such waiver, modification, or discharge is agreed to in writing signed by you
and such officer as may be specifically designated by the Board of Directors of
the Company.

(ii) No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this

<PAGE>

Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any time prior
or subsequent time.

(iii) The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

(iv) The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

(v) The Company may withhold from any amounts payable under this Agreement such
federal, state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

         If this Agreement correctly sets forth our agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed copy of this
Agreement which will then constitute our agreement on this subject.

                                   Sincerely,

                                   Avid Technology, Inc.



                                   By: /s/ David A. Krall
                                      ---------------------------------------
                                   David A. Krall
                                   Chief Executive Officer


I acknowledge receipt and agree with the foregoing terms and conditions.


/s/ Paul J. Milbury
------------------------------
Paul J. Milbury



</TEXT>
</DOCUMENT>
