Change-in-Control Agreement

Exhibit 10.8

Change-in-Control Agreement

Date: August 3, 2007

Gregory A. Munster

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 that 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.

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, (a) your employment may be terminated by the Company or by you, in each case only in accordance with the provisions of your Executive Employment Agreement dated August 3, 2007, and (b) this Agreement may be terminated by the Company at any time upon written notice to you, and in either such event (termination of your employment, or termination of this Agreement, prior to a Change-in-Control), 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.

(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:

(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 Paragraph 2(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.

(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).

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 twenty-four (24) months after such Change-in-Control, by you or by the Company, unless such termination is (a) by the Company for “Cause” (as defined below) or (b) by you other than for “Good Reason” (as defined below); in either such event, 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 full-time performance of your duties with the Company for more than one hundred and eighty (180) days during a three hundred and sixty-five (365) day period, 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)           a breach of the Company’s employee nondisclosure and invention assignment agreement, between you and the Company, which is not cured after ten (10) days’

written notice from the Company (if such breach is susceptible to cure), or

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

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

(E)            conviction of a felony or any other crime involving fraud, dishonesty or moral turpitude, or

(F)            failing or refusing to cooperate as reasonably requested in any internal or external investigation of any matter in which the Company has a material interest (financial or otherwise) in the outcome of the investigation.

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)           a material diminution in your authority, duties or responsibility from those in effect immediately prior to a Change-in-Control of the Company, without your express written consent;

(B)           a material diminution in your base salary in effect immediately prior to a Change-in-Control of the Company, without your express written consent, other than the reduction of up to 20% for a period of not more than six (6) 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)           a material diminution in the authority, duties or responsibilities of the supervisor to whom you report, including a requirement that you report to a corporate officer or employee other than Company’s Chief Executive Officer or Chief Financial Officer, without your express written consent;

(D)           a material diminution in the budget over which you retain authority, without your express written consent;

(E)            a material change in your office location at which you perform your principal duties for the Company at the time of the Change-in-Control of the Company, without your express written consent; or

(F)            any material breach by the Company of any provision of this Agreement (including, without limitation, Paragraph 6).

(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. A termination pursuant to subparagraph (iii) above can occur only if you deliver a Notice of Termination to the Company within ninety (90) days after the initial occurrence of the condition giving rise to Good Reason and the Company has not cured such condition within thirty (30) days after receipt of such Notice of Termination.

(A)           if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given,

(B)           if your employment is terminated pursuant to subparagraph (iii) above, thirty (30) days after the Company’s failure to cure the condition giving rise to Good Reason, 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).

(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