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Employment Agreement - Macrovision Corp. and Victor Viegas


June 5, 1996

Mr. Victor Viegas
99 James Avenue
Atherton, California 94027

Dear Vic:

We are pleased to offer you the position of Vice President, Finance/CFO at 
Macrovision Corporation reporting directly to me and on a dotted line basis 
to John Ryan with regard to IPO issues and merger and acquisition 
opportunities. In this capacity, you will be responsible for overall 
management of the Company's administrative, MIS, HR, contracts, legal and 
financial/accounting operations.  As you are aware, Bob Netter, our current 
CFO, has agreed to stay with the Company through October 3, 1996 and assist 
with the IPO and the management transition.  Bob's title will be changed to 
VP Finance/Administration.

Your annual compensation will be $135,000 and a recommendation will be made 
to the Board of Directors on June 7th for grant upon your commencement of 
employment a 105,000 share stock option grant (at $1.50 per share) under 
Macrovision's Stock Option Plan, representing approximately one percent 
ownership of Macrovision stock.  A form of stock option is attached. 
Alternatively, in lieu of stock options, at your election the Board will be 
asked to approve a sale to you of 105,000 shares of Macrovision common stock, 
immediately upon the commencement of your employment, for $1.50 per share 
payable with a full recourse promissory note from you to Macrovision due five 
years from the date of grant or upon earlier termination of employment with a 
minimum interest rate necessary to avoid imputed interest.  Such stock 
options will become exercisable, or such purchased shares will vest, 
according to the schedule generally applied to stock options granted under 
the Company's Employee Stock Option Plan including full vesting upon an offer 
by University National Bank & Trust, Trustee under Stock and Convertible Note 
Purchase Agreement dated May 24, 1991 as described in Section 3 of the 
Company's Stock Option Agreement. As of this date, the Company's total shares 
of fully diluted outstanding stock (including preferred stock, option grants 
and nongranted options) is 10,559,244.  In addition to Macrovision stock or 
stock options, you will be granted a 1.3% (one and three-tenths of one 
percent) percentage of ownership in Command Audio Corporation (CAC) stock 
options if Macrovision spins off its ownership in CAC on the same terms and 
conditions at the fair market value of date of such spinoff.

In the event that the Company terminates your employment as CFO without cause 
or your employment is constructively terminated within three months before or 
one year following a change in control of the Company, any Macrovision stock 
that you have

June 5, 1996
Page Two

purchased, but which otherwise would not then be vested, shall immediately 
vest upon such termination of employment.  For this purpose, 'change in 
control' shall mean any merger, corporate acquisition or other similar 
transaction in which the persons who are shareholders of Macrovision 
immediately prior to the transaction own less than 50% of the equity 
interests in the resulting entity immediately after the transaction.  With 
respect to the above, 'Constructive termination' shall mean:

    a.  there is a material adverse change in executive's position causing it
           to be of less stature or of less responsibility 
    b.  a change in the position to whom executive reports
    c.  a reduction of more than 20% of executive's base compensation, AND
    d.  within 30 days immediately following such material adverse change or 
           reduction, executive elects to terminate his employment voluntarily.

'cause' shall mean:

    a.  willful and repeated failure to comply with the lawful written
           direction of the Company's Board of Directors
    b.  gross negligence or willful misconduct in the performance of duties to
           the Company and/or its subsidiaries
    c.  commission of any act of fraud with respect to the Company and/or its 
    d.  conviction of a felony or a crime involving moral turpitude causing
           material harm to the standing and reputation of the Company and/or
           its subsidiaries in each case as determined in good faith by the 
           Company's Board of Directors.

The Company also agrees to provide, the day after its initial public 
offering, if any, an option for you to acquire 40,000 shares of Macrovision 
common stock by stock option grant in the same manner as described above with 
vesting rights according to the schedule generally applied to stock options 
granted under the Company's Employee Stock Option Plan at the closing price 
of the first day's trade.

You will participate in the Company's Executive Incentive Program on a 
pro-rated basis for the remainder of 1996.

As an employee, you will receive the standard benefits including medical and 
dental benefits, as well as life, long-term and short-term disability 
coverage and enrollment into our flexible spending plan.  A brief description 
of our benefits is attached; however, feel free to call Kim with any 

As Macrovision's relationships with employees is at-will, either you or 
Macrovision may terminate the employment relationship at any time for any 
reason, with or without notice.  Also, any dispute arising out of or relating 
to your employment with Macrovision, including, but not limited to, the 
manner in which that employment is terminated, or any claims that

June 5, 1996
Page Three

Macrovision has violated any state or federal law, shall be settled by final 
and binding arbitration in Santa Clara County, California, in accordance with 
the then-existing rules of the American Arbitration Association and judgment 
upon the award rendered by the arbitrator(s) may be entered in any court 
having jurisdiction thereof; provided, however, that the law applicable to 
any controversy shall be the law of California, regardless of its or any 
jurisdiction's choice of law principles. Notwithstanding the foregoing, you 
are entitled to a special provision of the Company's severance plan 
applicable to stock options or stock purchases and severance pay which is 

It is understood that with respect to the at-will employment relationship and 
the binding arbitration provision stated above, that this constitutes the 
full, complete and final expression of the agreement with Macrovision 
Corporation, and that it may not be modified, altered or amended, either 
expressly or implied, unless in writing signed by the President of 
Macrovision.  As a condition of employment, all employees must sign a 
Proprietary Information, Inventions and Ethics Agreement (a copy of which is 

If the foregoing meets with your approval, please indicate by signing below 
and returning a copy of this letter as soon as possible.  Vic, we all look 
forward to having you join our team and assist us in achieving our growth 


/s/ Bill Krepick

William A. Krepick
President and COO

Agreed and Accepted:          /s/ Victor Viegas
                                  Victor Viegas

Date:                             June 6, 1996

                               MACROVISION CORPORATION
                               BENEFITS - BRIEF SUMMARY

Medical:        Blue Cross Prudent Buyer Plan or Kaiser Permanente effective 
                the first day of the month following date of hire.  Entire 
                employee premium paid by Macrovision with 75% contribution 
                toward dependent premiums.

Dental:         Blue Cross (Wellpoint) Insurance effective first day of the
                month following date of hire. Same payment coverage as medical.

Life Insurance: Two policies totaling $15,000 over two times employee's annual
                salary. Policy includes long-term disability with payment at 
                66% of salary, short-term disability and accidental death & dismemberment. Employer paid -- eligibility date contingent 
                upon proof of health.

Flexible        Contribution of monies by Macrovision into a cafeteria 
Spending:       plan to be used by employee for medical expenses.  Effective 
                as of date of hire.

401(k):         Salary reduction plan with 18 possible investment options. 
                Current employer match of 20% of salary reduction. Enrollment
                after 90 days of date of hire.

Stock Option    Macrovision Corporation and/or Command Audio Corporation stock
Plan:           options or stock purchases granted upon Board approval as
                outlined in cover letter.

                Stock Option or Stock Grant
                Exercise/Vesting Schedule:

                                             Exercise/Vesting of Options and 
                   Service Following                    Stock Grant 
                   Grant Date                (fraction of outstanding grant)
                   -----------------------   ---------------------------------
                   Less than 1 year                        0

                   After 1 year but less than              1/6
                        2 years

                   After 2 years but less than             1/2
                        3 years

                   After 3 years                           100%

                   Special Exercise/          Stock options and stock grants 
                   Vesting Provision          will become exercisable/vested 
                   Upon Termination           according to the following 
                   By Company with-           schedule:
                   out Cause or upon
                   a Constructive

                                             Exercise/Vesting of Options and 
                   Service Following                    Stock Grant 
                   Grant Date                (fraction of outstanding grant)
                   -----------------------   ---------------------------------
                   Less than 1 year                          1/6

                   Greater than 1 year but
                    less than 2 years                        1/2

                   Greater than 2 years                      100%

Tuition            Reimbursement up to $5,250 per year of educational 
Reimbursement:     expenses for approved courses of study or degree programs.

Vacation:          First through third years of employment accrues monthly at 
                   the rate of 6.67 hours (10 days per year) beginning on date 
                   of hire.

Sick Time:         Maximum 10 days, accrued at the monthly rate of 6.67 hours. 
                   Effective as of date of hire.

Severance:         If length of service is less than 3 years, payment is two
                   weeks salary plus 1 week for every $10K of base salary 
                   (salary rounded to nearest $10K increment). For length of 
                   service over 3 years, payment is four weeks salary plus 1 
                   week for every $10K of base salary, to a maximum of six 
                   months salary (salary rounded to nearest $10K increment).

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