Executive Incentive Plan - Macrovision Corp.

                               MACROVISION CORPORATION
                                           
                                           
                            EXECUTIVE INCENTIVE PLAN (EIP)
                                           
                                           
                                       For 1996
                                           
                                           
                                           
                                   February 1, 1996
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                 COMPANY CONFIDENTIAL
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           

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                            EXECUTIVE INCENTIVE PLAN (EIP)
                         FOR MACROVISION CORPORATE EXECUTIVES
                                           
                                   February 1, 1996
                                           
INTRODUCTION

The Macrovision Corporation Executive Incentive Plan ('EIP') has been
established to provide incentive and reward for those key executives who, by
virtue of their position, have a significant impact on the financial performance
of the Company.  It has been created with the belief that those executives who
are directly responsible for managing a major profit & loss or cost center and
who materially contribute to growth in earnings and shareholder value should be
eligible to participate in a plan which provides for annual cash incentive
awards based upon annual performance.

For each plan year, eligible participants will be involved in the determination
of annual goals and objectives that will be used as a measurement of
performance.  At the end of the fiscal year, the President will review the
accomplishments of all participants and make appropriate recommendations to the
Compensation Committee based upon the Company's overall performance and the
individual executive's attainment of his/her goals.  The Compensation Committee
will have the full authority to establish whether those recommended incentive
awards will be approved and the full latitude to establish the final incentive
award value, which may be zero in all cases.

The purpose of this policy is to establish incentive award guidelines.  In
determining the final incentive award, Company performance, individual
accomplishment of goals and other considerations will be taken into account on
an individual basis.

OVERVIEW

The fundamental philosophy behind the EIP is to reward participants relative 
to their individual contribution/performance toward the overall Macrovision 
team effort in achieving annual corporate performance goals - as defined in 
the annual Business Plan with respect to EBIT (earnings before interest and 
taxes), or Corporate Operating Income.

The President reviews and approves individual EIP departmental goals at the 
beginning of the Plan Year.  These goals are weighted according to a 
pre-determined formula based on 50% financial, and 50% for specific 
strategic/tactical objectives.  The President will assure that each 
executive's individual strategic/tactical objectives will represent a 
'stretch' to accomplish.

It should be noted that the Company has a variety of other Incentive Award 
programs that are designed to motivate ALL employees throughout the year.  
These other programs include Employee Profit Sharing, Performance Incentive 
Plan (PIP), Special Recognition Awards, Inventions Reward Plan and 
Time-To-Market Award.

                                           
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RECOGNITION OF EXTRAORDINARY INDIVIDUAL PERFORMANCE

In the normal administration of the EIP, it is possible that the corporate EBIT
target will be achieved and that certain executives may exceed their financial
and strategic/tactical goals, while others may fall short.

In order to justly reward those executives that have exceeded their goals, the
EIP provides for individual payouts, or Individual Performance Ratings, in
excess of 100% of the Unmodified Corporate Performance Incentive Award.


                                  1996 PARTICIPANTS
                                           
                                           
INDIVIDUAL                POSITION
----------                --------

Mark Belinsky             VP ACP Theatrical and ACP/PPV
Patrice Capitant          Direction Engineering
Brian Dunn                VP Cineguard
Greg Ellis                Director, Pay TV Components/Licensing
Whit Jackson              VP Transmissions Systems
Carl Jorgensen            VP Operations
Alistair Knox             UK/Europe, M.D.
William Krepick           President
Masao Kumei               Japan, KK, M.D.
Rich Matuszak             VP ACP Special Interest
Robert Netter, Jr.        VP/CFO
John Ryan                 Chairman
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
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DEFINITIONS OF TERMS
                                           

A.  CORPORATE PERFORMANCE RATING

    The ratio in % of Actual EBIT to EBIT Plan.

    For 1996, the Business Plan EBIT is [**].  EBIT (Earnings Before 
    Interest and Taxes) is also known as Operating Income.

B.  UNMODIFIED INCENTIVE AWARD

    The percentage of participant's gross annual salary for a given Corporate 
    Performance Rating, which is independent of the participant's Individual 
    Performance Rating.

C.  STATEMENT OF GOALS

    A written sent of objectives (see attached form), unique to each 
    participant that establishes quantifiable objectives and measurements of 
    performance.  The goals are all tied directly to the Corporate Business 
    Plan and specified objectives.  

D.  INDIVIDUAL PERFORMANCE RATING

    Each participant has a Statement of Goals (pps. 10, 11) which establishes 
    his or her objectives for the Plan Year.  They include a combination of 
    Financial, Strategic and Tactical goals.  Each set of goals carries a 
    weighting factor which allows for quantification of the Individual 
    Performance Rating by the President.  It is the responsibility of the 
    participant to insure that appropriate documentation is maintained to 
    support the measurement and accomplishment of each particular goal.  
    Additional or substitute accomplishments may be recognized in the 
    measurement of factual Individual Performance Ratings.

                                           
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                               DETERMINATION OF AWARDS
                                           
                                           
                        (See next page for 1996 rating chart)

1.  CALCULATE THE CORPORATE PERFORMANCE RATING

    Actual Operating Income (EBIT - earnings before interest and taxes) 
    divided by Plan Operating Income, in %.

    Actual Operating Income is the final year-end Operating Income including 
    reserves for EIP Awards.

    NOTE:  Corporate Performance Rating must equal [**] of the Plan before 
    there is any payout.  

2.  CALCULATE THE UNMODIFIED INCENTIVE AWARD

    Example:  Assume Corporate Performance Rating of [**]
              The Unmodified Incentive Award would be [**]

3.  ESTABLISH THE INDIVIDUAL PERFORMANCE RATING

    From the Statement of Goals, the participant and President will determine 
    the final Individual Performance Rating, based upon the attainment of the 
    specified, Financial and Strategic/Tactical Goals.

    The Individual Performance Rating can be 0 to 200%, with 100% indicating 
    the satisfactory completion of all goals.  The Individual Performance 
    Rating can exceed 100% in cases of exceptional performance.

    Example: Assume individual achieved 90% of financial goals, and 80% of 
             strategic/tactical goals.
             The Individual Performance Rating would be [0.9x50%] + [0.8x50%]
             = 85%

4.  DETERMINATION OF FINAL INDIVIDUAL INCENTIVE AWARD

    Multiply the Unmodified Incentive Award by the Individual Performance 
    Rating and the Gross Annual Year-end Salary to determine the Final 
    Individual Incentive Award.

    Example: 85% x [**] = [**] EIP payout (as percentage of actual salary)


                                           
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                        PERFORMANCE RATING CHART TO DETERMINE
                              UNMODIFIED INCENTIVE AWARD
                                           
                                           
                                           
                                           
                                  CORPORATE
                  EBIT            PERFORMANCE       UNMODIFIED
                (ACTUAL)          RATING (%)     INCENTIVE AWARD %
                --------          ----------     -----------------
                $ [**]               [**]               [**]
                                      100                 20   1996 PLAN
                                     [**]               [**]
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
     NOTE:  Interpolations apply for performance in between ratings listed 
            above.

                                           
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                               IMPLEMENTATION PROCEDURE
                                           
                                    ADMINISTRATION
                                           
                                           
The Plan will be administered by the Compensation Committee which will have 
the right to interpret the Plan, confirm award decisions, and establish 
guidelines for determining individual awards and rules for the operation of 
the Plan.

This Plan sets forth management's intent and it is the exclusive domain of 
the Compensation Committee to interpret the Plan.  All Compensation Committee 
decisions regarding the Plan and award determinations are final.

The President's and Chairman's incentive awards will be determined solely by 
the compensation committee, taking into account the overall Company 
performance relative to the established Business Plan, individual 
accomplishments and any special considerations.

                                     ELIGIBILITY
                                           
    The Chairman, President, executives who report directly to the President, 
and key business line executives who have profit & loss responsibility are 
eligible to participate in the Plan.  Final approval of eligible executives 
is made by the Board Chairman upon recommendation by the President prior to 
the beginning of the Plan's fiscal year.  EIP participants are NOT eligible 
to participate in the Employee Profit Sharing Plan, Special Recognition 
Awards program, or Employee Performance Incentive Plan.  Participation in the 
Plan does not imply employment for any specified period of time, nor does it 
constitute a contract of employment, nor does it guarantee any amount of 
award.

                                    PRORATE AWARDS
                                           
    Participants with less than 4 months service in an Executive Manager 
position are ineligible for an Incentive Award.  Awards to participants in 
Executive Management Incentive positions for more than 4 months, but less 
than 1 year, will be pro-rated to the nearest month.

                                       DURATION
                                           
       The Compensation Committee shall review this Plan annually and make any
amendments or revisions thereto which it deems appropriate or desirable under
the circumstances, and the Plan shall remain in effect until amended or
terminated by the Compensation Committee.

                                           
                                           
                                           
                                           
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                                       PAYMENT
                                           
Incentive Award payments will be made no later than March 31st of the 
following year, allowing the Company adequate time to formally analyze its 
financial results according to the regulations and procedures of a public 
company.

Awards will be calculated using the participant's actual, earned gross annual 
salary of the Plan Year.  To receive an award if one is granted, the 
participant must remain an employee of the Company through the payment date.  
Failure to do so will result in forfeiture of the award.

                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
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                               MACROVISION CORPORATION
                                           
                               EXECUTIVE INCENTIVE PLAN
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                                           
                             Form For Statement of Goals
                                 For Each Participant
                                           
                                   1996 Fiscal Year
                                           
















                                           
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                               EXECUTIVE INCENTIVE PLAN
                                           
                                  STATEMENT OF GOALS
                                           
                                    FOR YEAR 1996

                                           
Name:  __________________________     Supervisor:__________________________

Title: __________________________     Signed:______________________________

Signed:__________________________     Date:________________________________

Date:  __________________________

The following is a statement of financial, strategic and tactical objectives 
for 1996 that will serve as a basis for overall performance evaluation and 
determination of year-end executive incentive awards.  Goals will be 
quantified as to amount, date and measurement basis and will be weighted as 
follows: financial 50%; strategic/tactical 50%.

CORPORATE GOAL:    Achieve Earnings Before Interest and Taxes of [**]

A.  FINANCIAL (50%)

    1.     _________________________________________________________________

    Actual:____________________________________

    2.     _________________________________________________________________

    Actual:____________________________________

B.  STRATEGIC/TACTICAL (50%)

    1.     _________________________________________________________________

    Result:____________________________________

    2.     _________________________________________________________________

    Result:____________________________________

    3.     _________________________________________________________________

    Result:____________________________________

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    4.     _________________________________________________________________

    Result:____________________________________

    5.     _________________________________________________________________

    Result:____________________________________

    6.     _________________________________________________________________

    Result:____________________________________

    7.     _________________________________________________________________

    Result:____________________________________

    8.     _________________________________________________________________

    Result:____________________________________


Additional/substitute goals accomplished during year:

____________________________________________________________________________


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