{"id":38241,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1996-directors-stock-option-plan-macrovision-cor4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-directors-stock-option-plan-macrovision-cor4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-directors-stock-option-plan-macrovision-cor4.html","title":{"rendered":"1996 Directors Stock Option Plan &#8211; Macrovision Corp."},"content":{"rendered":"<pre>\n                               MACROVISION CORPORATION\n                           1996 DIRECTORS STOCK OPTION PLAN\n\n               As Adopted by the Board of Directors on December 3, 1996\n\n\n\n    1.   PURPOSE.  The purpose of the Macrovision Corporation 1996 Directors\nStock Option Plan (the 'Plan') is to grant to non-employee members of the\nCompany's Board of Directors ('Outside Directors') of Macrovision Corporation\n(the 'Company') the opportunity to acquire Common Stock of the Company, thereby\nencouraging such persons to accept or continue their service on the Company's\nBoard of Directors; to align the interests of such persons with those of the\nCompany's stockholders through stock ownership; and to furnish such persons an\nadditional incentive to improve operations and increase profits of the Company.\n\n         To accomplish the foregoing objectives, this Plan provides a means\nwhereby Outside Directors may receive options to purchase Common Stock.  Options\ngranted under this Plan will be nonstatutory (nonqualified) stock options.\n\n    2.   ADMINISTRATION.  The Plan shall be administered by the Company's Board\nof Directors (the 'Administrator'), which shall have the power and authority to\ngrant stock options consistent with the terms of the Plan, including the power\nand authority:\n\n         (a)  to determine the terms and conditions of the stock option\nagreements entered into between the Company and any Outside Director;\n\n         (b)  to interpret the Plan;\n\n         (c)  to modify or amend any such option; and\n\n         (d)  to make all determinations necessary or advisable for the\nadministration of the Plan.\n\n    3.   ELIGIBILITY; NUMBER. Each Outside Director who first becomes a member\nof the Company's Board of Directors after the effective date of the Registration\nStatement on Form SB-2 for the initial public offering of the Company's Common\nStock (the 'IPO Date') shall be granted options to purchase nine thousand\n(9,000) shares of the Company's Common Stock effective as of the date he or she\nfirst becomes a member of the Company's Board of Directors (the 'Initial Grant\nDate') and shall be granted options to purchase five thousand four hundred\n(5,400) shares of the Company's Common Stock annually on each successive\nanniversary of the Initial Grant Date commencing on the one (1) year anniversary\nof the Initial Grant Date, provided that such Outside Director continues to\nserve on the Company's Board of Directors on such dates.  Each Outside Director\nwho is serving as a member of the Company's Board of Directors on the IPO Date\nwill be granted an option to purchase five thousand four hundred (5,400) shares\nof the Company's Common Stock annually on each\n\n\n\n\nsuccessive anniversary of the IPO Date commencing on the one (1) year\nanniversary of the IPO Date, provided that such Outside Director continues to\nserve on the Company's Board of Directors on such dates.  Each employee member\nof the Company's Board of Directors who becomes an Outside Director as a result\nof ceasing to be an employee of the Company will be granted an option to\npurchase five thousand four hundred (5,400) shares of the Company's Common Stock\nannually on each successive anniversary of the IPO Date commencing on the first\nanniversary of the IPO Date on which such individual serves as an Outside\nDirector, provided that such individual continues to serve as an Outside\nDirector on the Company's Board of Directors on such dates, but such an\nindividual will not receive any initial grant of an option to purchase nine\nthousand (9,000) shares of the Company's Common Stock.\n\n    4.   EXERCISE PRICE. The exercise price of each option to purchase a share\nof the Company's Common Stock shall be the fair market value of a share of the\nCompany's Common Stock on the date on which such option is granted.  For all\npurposes of this Plan, the fair market value of the Company's Common Stock on\nany particular date shall be the closing price on the trading day next preceding\nthat date on the principal securities exchange on which the Company's Common\nStock is listed, or, if such Common Stock is not then listed on any securities\nexchange, then the fair market value of the Common Stock on such date shall be\nthe closing price as reported by the National Association of Securities Dealers,\nInc. Automated Quotation System ('NASDAQ') on the trading day next preceding\nsuch date.  In the event that the Company's Common Stock is neither listed on a\nsecurities exchange nor quoted by NASDAQ, then the Administrator shall determine\nthe fair market value of the Company's Common Stock on such date.\n\n    5.   COMMON STOCK SUBJECT TO PLAN.\n\n         (a)  There shall be reserved for issue upon the exercise of options\ngranted under the Plan one hundred eight thousand (108,000) shares of Common\nStock, subject to adjustment as provided in Section 8 hereof.  If an option\ngranted under the Plan shall expire or terminate for any reason without having\nbeen exercised in full, the unpurchased shares subject thereto shall again be\navailable for the purposes of the Plan.\n\n         (b)  Notwithstanding any other provisions of this Plan, the aggregate\nnumber of shares of Common Stock subject to outstanding options granted under\nthis Plan, plus the aggregate number of shares issued upon the exercise of all\noptions granted under this Plan, shall never be permitted to exceed the number\nof shares specified in the first sentence of Subsection 5(a) above.\n\n    6.   TERMS OF OPTIONS.  Each option granted under the Plan shall be\nevidenced by a nonstatutory stock option agreement between the individual to\nwhom the option is granted (the 'optionee') and the Company.  Each such\nagreement shall designate the option thereby granted as a nonstatutory stock\noption.  Each such agreement shall be subject to the terms and conditions set\nforth in this Section 6, and to such other terms and conditions not inconsistent\n\n\n                                          2\n\n\n\n\nherewith as the Administrator may deem appropriate in each case.  All options\ngranted under this Plan shall be subject to the following terms and conditions:\n\n         (a)  TERM OF OPTIONS.  The period or periods within which an option\nmay be exercised shall be determined by the Administrator at the time the option\nis granted, but in no event shall such period extend beyond ten (10) years from\nthe date the option is granted.\n\n         (b)  METHOD OF PAYMENT FOR COMMON STOCK.  Payment for stock purchased\nupon any exercise of an option granted under this Plan shall be made in full\nconcurrently with such exercise by any one of the following methods: (i) in\ncash; (ii) if and to the extent the instrument evidencing the option so provides\nand if the Company is not then prohibited from purchasing or acquiring shares of\nsuch stock, with shares of the same class of stock as are subject to the option\nthat have been held by the optionee for the requisite period necessary to avoid\na charge to the Company's earnings for financial reporting purposes, delivered\nin lieu of cash, with the shares so delivered to be valued on the basis of the\nfair market value of the stock (determined in a manner specified in the\ninstrument evidencing the option) on the date of exercise; (iii) through a 'same\nday sale' commitment from the optionee and a broker-dealer that is a member of\nthe National Association of Securities Dealers (the 'NASD Dealer') whereby the\noptionee irrevocably elects to exercise the option and to sell a portion of the\nshares so purchased to pay for the exercise price, and whereby the NASD Dealer\nirrevocably commits upon receipt of such shares to forward the exercise price\ndirectly to the Company; (iv) through a 'margin' commitment from the optionee\nand a NASD Dealer whereby the optionee irrevocably elects to exercise the option\nand to pledge the shares so purchased to the NASD Dealer in a margin account as\nsecurity for a loan from the NASD Dealer in the amount of the exercise price ,\nand whereby the NASD Dealer irrevocably commits upon receipt of such shares to\nforward the exercise price directly to the Company; or (v) any combination of\nthe foregoing.\n\n         (c)  VESTING.  The option shares shall become first exercisable\nratably over a four (4) year period such that one forty-eighth (1\/48) of the\noption shares shall become first exercisable on the last day of each month,\nbeginning with the first full month following the date of grant, provided that\nthe optionee continues to serve on the Company's Board of Directors on such\ndates.  Notwithstanding the foregoing, all options granted to an optionee under\nthis Plan will become exercisable immediately upon the optionee's death or\ndisability while serving on the Company's Board of Directors.\n\n         (d)  DEATH; DISABILITY; RESIGNATION.  In the event of an optionee's\ndeath or disability while serving on the Company's Board of Directors, all\noptions granted to that optionee under this Plan may be exercised by the\noptionee or the optionee's estate for a period of one (1) year after the date on\nwhich the optionee ceases to serve on the Company's Board and will terminate if\nnot exercised during such period, subject to termination on the expiration of\nthe stated term of the option, if earlier.  If an optionee resigns from the\nCompany's Board of Directors or declines to stand for reelection, options that\nhave become exercisable through\n\n\n                                          3\n\n\n\n\nthe last date on which the optionee serves on the Company's Board may be\nexercised for a period of three (3) months thereafter and will terminate if not\nexercised during such period, subject to termination on the expiration of the\nstated term of the option, if earlier.  If an optionee is removed from the Board\nby action of the Company's Stockholders or Board of Directors, options that have\nbecome exercisable through the date of such removal may be exercised for a\nperiod of one (1) week thereafter and will terminate if not exercised during\nsuch period, subject to termination on the expiration of the stated term of the\noption, if earlier.  The 'optionee's estate' shall mean the duly authorized\nconservator or guardian of the estate of the optionee or the executor of the\noptionee's last will or the duly authorized administrator or special\nadministrator of the optionee's probate estate or any other legal representative\nof the optionee's estate duly appointed as a result of the optionee's death or\nincapacity or any person who acquires the right to exercise this option by\nreason of the optionee's death under the optionee's will or the laws of\nintestate succession.\n\n         (e)  WITHHOLDING AND EMPLOYMENT TAXES.  At the time of exercise of an\noption, the optionee shall remit to the Company in cash the amount of any and\nall applicable federal and state withholding and employment taxes.\n\n    7.   STOCK ISSUANCE AND RIGHTS AS STOCKHOLDER.  Notwithstanding any other\nprovisions of the Plan, no optionee shall have any of the rights of a\nstockholder (including the right to vote and receive dividends) of the Company,\nby reason of the provisions of this Plan or any action taken hereunder, until\nthe date such optionee shall both have paid the exercise price for the Common\nStock and shall have been issued (as evidenced by the appropriate entry on the\nbooks of the Company or of a duly authorized transfer agent of the Company) the\nstock certificate evidencing such shares.\n\n    8.   NON-TRANSFERABILITY OF OPTIONS.  No option shall be transferable by\nthe optionee otherwise than by will or by the laws of descent and distribution\nand all options shall be exercisable, during the optionee's lifetime, only by\nthe optionee. Notwithstanding the foregoing, the Administrator may provide in\nany option agreement that the optionee may transfer, without consideration for\nthe transfer, such option to members of his immediate family, to trusts for the\nbenefit of such family members, to partnerships in which such family members are\nthe only partners, or to charitable organizations, provided that the transferee\nagrees in writing with the Company to be bound by all of the terms and\nconditions of the Plan and the applicable option agreement.\n\n    9.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.\n\n         (a)  Subject to any required action by the Company's stockholders, the\nnumber of shares of Common Stock covered by this Plan as provided in Section 5,\nthe number of shares covered by each outstanding option granted hereunder and\nthe exercise price thereof shall be proportionately adjusted for any increase or\ndecrease in the number of issued shares of Common Stock resulting from a split,\nreverse split, subdivision or consolidation of such\n\n\n                                          4\n\n\n\n\nshares or the payment of a stock dividend (but only on the Common Stock) or any\nother increase or decrease in the number of such outstanding shares of Common\nStock effected without the receipt of consideration by the Company; provided,\nhowever, that the conversion of any convertible securities of the Company shall\nnot be deemed to have been 'effected without receipt of consideration.'\n\n         (b)  In the event of (i) a dissolution or liquidation of the Company;\n(ii) a merger or consolidation in which the Company is the not the surviving\ncorporation (other than a merger or consolidation with a wholly-owned\nsubsidiary, a reincorporation of the Company in a different jurisdiction, or\nother transaction in which there is no substantial change in the stockholders of\nthe Company or their relative stock holdings and the options granted under this\nPlan are assumed, converted or replaced by the successor corporation, which\nassumption will be binding on all optionees); (iii) a merger in which the\nCompany is the surviving corporation but after which the stockholders of the\nCompany (other than any stockholder which merges (or which owns or controls\nanother corporation which merges) with the Company in such merger) cease to own\ntheir shares or other equity interests in the Company; (iv) the sale of\nsubstantially all of the assets of the Company; or (v) any other transaction\nwhich qualifies as a 'corporate transaction' under Section 424(a) of the\nInternal Revenue Code of 1986, as amended, wherein the stockholders of the\nCompany give up all of their equity interest in the Company (except for the\nacquisition, sale or transfer of all or substantially all of the outstanding\nshares of the Company from or by the stockholders of the Company), any and all\noutstanding options under this Plan shall become fully exercisable,\nnotwithstanding any other provision of this Plan and without regard to any\nvesting provisions contained in the options, for a reasonable period of time\nprior to the consummation of such event.  Upon any such event, the successor\ncorporation (if any) may assume, convert or replace any outstanding options that\nare not exercised prior to the consummation of the event or may substitute\nequivalent options or provide substantially similar consideration to the\noptionees as was provided to the stockholders (after taking into account the\nexisting provisions of the option grants).  In the event such successor\ncorporation (if any) does not assume or substitute options, as provided above,\nupon an event described in this Subsection 8(b), such options will terminate on\nthe consummation of such event at such time and on such conditions as the\nCompany's Board of Directors shall determine.\n\n         (c)  To the extent that any adjustments described in this Section 8\nrelate to stock or securities of the Company, such adjustments shall be made by\nthe Company's Board of Directors, whose determination in that respect shall be\nfinal, binding and conclusive.\n\n         (d)  Except as expressly provided in this Section 8, no optionee shall\nhave any rights by reason of any subdivision or consolidation of shares of the\ncapital stock of any class or the payment of any stock dividend or any other\nincrease or decrease in the number of shares of any class or by reason of any\ndissolution, liquidation, merger or consolidation or spin-off of assets or stock\nof another corporation, and any issue by the Company of shares of stock of any\nclass or of securities convertible into shares of stock of any class shall not\naffect,\n\n\n                                          5\n\n\n\n\nand no adjustment by reason thereof shall be made with respect to, the number or\nprice of shares subject to any option granted hereunder.\n\n         (e)  The grant of an option pursuant to this Plan shall not affect in\nany way the right or power of the Company to make adjustments,\nreclassifications, reorganizations or changes of its capital or business\nstructure or to merge or consolidate or to dissolve, liquidate, sell or transfer\nall or any part of its business or assets.\n\n    10.  SECURITIES LAW REQUIREMENTS.\n\n         (a)  The Administrator may require an individual as a condition of the\ngrant and of the exercise of an option, to represent and establish to the\nsatisfaction of the Administrator that all shares of Common Stock to be acquired\nupon the exercise of such option will be acquired for investment and not for\nresale.  The Administrator shall cause such legends to be placed on certificates\nevidencing shares of Common Stock issued upon exercise of an option as, in the\nopinion of the Company's counsel, may be required by federal and applicable\nstate securities laws.\n\n         (b)  No shares of Common Stock shall be issued upon the exercise of\nany option unless and until counsel for the Company determines that:  (i) the\nCompany and the optionee have satisfied all applicable requirements under the\nSecurities Act of 1933, as amended (the 'Securities Act') and the Exchange Act;\n(ii) any applicable listing requirement of any stock exchange on which the\nCompany's Common Stock is listed has been satisfied; and (iii) all other\napplicable provisions of state and federal law have been satisfied.\n\n    11.  FINANCIAL ASSISTANCE.  The Company shall have the authority under this\nPlan to assist any Outside Director to whom an option is granted hereunder in\nthe payment of the purchase price payable on exercise of that option, by lending\nthe amount of such purchase price to such Outside Director on such terms and at\nsuch rates of interest and upon such security as shall have been authorized by\nor under authority of the Company's Board of Directors.\n\n    12.  AMENDMENT.  The Company's Board of Directors may terminate the Plan or\namend the Plan from time to time in such respects as the Board may deem\nadvisable.\n\n    13.  TERMINATION.  The Plan shall terminate automatically on December 1,\n2006, and may be terminated at any earlier date by the Company's Board of\nDirectors.  No option shall be granted hereunder after termination of the Plan,\nbut such termination shall not affect the validity of any option then\noutstanding.\n\n    14.  TIME OF GRANTING OPTIONS.  The date of grant of an option hereunder\nshall, for all purposes, be the date on which the Administrator makes the\ndetermination granting such option.\n\n\n\n                                          6\n\n\n\n\n    15.  RESERVATION OF SHARES.  The Company, during the term of this Plan,\nwill at all times reserve and keep available such number of shares of its Common\nStock as shall be sufficient to satisfy the requirements of the Plan.\n\n    16.  EFFECTIVE DATE.  This Plan was adopted by the Company's Board of\nDirectors on December 3, 1996, and was approved by the stockholders of the\nCompany on February ___, 1997.  However, no options shall be granted under the\nPlan prior to the IPO Date.\n\n\n\n\n\n\n\n\n                                          7\n\n\n\n                               MACROVISION CORPORATION\n                           1996 DIRECTORS STOCK OPTION PLAN\n                         NONSTATUTORY STOCK OPTION AGREEMENT\n\n                             _____________________, 19__\n                                   (Date of Grant)\n\n    Macrovision Corporation, a Delaware corporation (the 'Company'), does\nhereby grant to ____________________________ (the 'Optionee') an option to\npurchase an aggregate of ________ (_____) shares of the Common Stock of the\nCompany (the 'Optioned Shares') at the price of _____________ Dollars ($_______)\nper share (the 'Option Price') as a Nonstatutory Stock Option under the\nMacrovision Corporation 1996 Directors Stock Option Plan (the 'Plan').  All\ncapitalized terms not defined herein shall have those meanings ascribed to them\nin the Plan.\n\n    This option cannot be exercised, unless the Optionee first signs this\nAgreement in the place provided and returns it to the Administrator.  However,\nthe Optionee's signing and delivering this Agreement will not bind the Optionee\nto purchase any of the Optioned Shares. The Optionee's obligation to purchase\nsuch shares can arise only when the Optionee exercises this option in the manner\nset forth in Section 4 below.\n\n    THIS OPTION IS SUBJECT TO, AND MAY BE EXERCISED ONLY IN ACCORDANCE WITH,\nTHE TERMS AND CONDITIONS OF THE PLAN.  ONLY CERTAIN PROVISIONS OF THE PLAN ARE\nINCLUDED IN THIS AGREEMENT.  A COPY OF THE PLAN IS ATTACHED TO THIS AGREEMENT\nAND SHOULD BE READ CAREFULLY.\n\n    1.   TERM OF OPTION AND EXERCISE OF OPTION.  Subject to the provisions of\nthe Plan and the terms and conditions of this Agreement, this option can be\nexercised by the Optionee, but only as to vested Optioned Shares, at any time\nprior to the expiration of ten (10) years from the date of grant.  One\nforty-eighth (1\/48) of the Optioned Shares shall vest on the last day of each\nmonth following the date of grant beginning with the first full month following\nthe date of grant, provided that the Optionee continues to serve on the\nCompany's Board of Directors on such dates.\n\n    2.   TERMINATION OF RELATIONSHIP.  If the Optionee's service as a member of\nthe Company's Board of Directors is terminated due to the Optionee's resignation\nfrom the Company's Board of Directors or due to the Optionee's failure to stand\nfor reelection to the Board, this option may be exercised only within the period\nending three (3) months after the last day on which the Optionee serves as a\nmember of the Company's Board of Directors and only to the extent that it was\nvested on the last day of such service, and will expire if not exercised during\nsuch period.  If the Optionee is removed from the Company's Board of Directors\nby action of the Company's stockholders or Board of Directors, this option may\nbe exercised only within the period ending one (1) week following such removal\nand only to the extent that it was vested on the date of removal, and will\nexpire if not exercised during such period.  In no event, however, may this\noption be exercised after ten (10) years from the date of grant.\n\n\n\n\n    3.   DEATH OR DISABILITY.  In the event the Optionee's service as a member\nof the Company's Board of Directors terminates due to the Optionee's death or\ndisability, all of the Optioned Shares shall become fully vested and immediately\nexercisable, and this option may be exercised in whole or in part by the\nOptionee or the Optionee's estate only within the period ending twelve (12)\nmonths after the last day on which the Optionee serves as a member of the\nCompany's Board of Directors, and will expire if not exercised during such\nperiod.  In no event, however, may such option be exercised after ten (10) years\nfrom the date of grant.  The Optionee's estate shall mean the duly authorized\nconservator or guardian of the estate of the Optionee or the executor of the\nOptionee's last Will or the duly authorized administrator or special\nadministrator of the Optionee's probate estate or any other legal representative\nof the Optionee's estate duly appointed as a result of the Optionee's death or\nincapacity or any person who acquires the right to exercise this option by\nreason of the Optionee's death under the Optionee's Will or the laws of\nintestate succession.\n\n    4.   METHOD OF EXERCISE.  This option may be exercised with respect to all\nor any part of any vested Optioned Shares by delivering to the Company a Notice\nof Exercise of Macrovision Corporation Nonstatutory Stock Option substantially\nin the form attached hereto as EXHIBIT A, specifying the number of Optioned\nShares as to which this option is so exercised, and making full payment to the\nCompany in cash or by check of the Option Price for the Optioned Shares with\nrespect to which this option is exercised. \n\n         [If the Company's outstanding Common Stock is registered under Section\n12(g) of the Securities Exchange Act of 1934, as amended (the '1934 Act'), at\nthe time this option is exercised, then the Option Price also may be paid as\nfollows:\n\n              a.   in shares of the Company's Common Stock held by the Optionee\nfor the requisite period necessary to avoid a charge to the Company's earnings\nfor financial reporting purposes and valued at fair market value on the exercise\ndate;\n\n              b.   through a special sale and remittance procedure pursuant to\nwhich the Optionee (i) is to provide irrevocable written instructions to a\ndesignated brokerage firm to effect the immediate sale of the purchased Optioned\nShares and remit to the Company, out of the sale proceeds available on the\nsettlement date, sufficient funds to cover the aggregate Option Price payable\nfor the purchased Optioned Shares plus all applicable federal and state income\nand employment taxes required to be withheld by the Company by reason of such\npurchase and (ii) concurrently is to provide written directives to the Company\nto deliver certificates for the purchased shares directly to such brokerage firm\nin order to effect the sale transaction;\n\n              c.   through a special margin commitment procedure pursuant to\nwhich the Optionee elects to exercise his or her vested Optioned Shares and then\npledge those Optioned Shares purchased into a margin account with a brokerage\nfirm as security for a loan from the brokerage firm in an amount equal to the\naggregate exercise price of the Optioned Shares.  The brokerage firm is then\nirrevocably committed to forward sufficient funds to the\n\n\n                                          2\n\n\n\nCompany to cover the aggregate exercise price payable for the purchased Optioned\nShares plus all applicable federal and state income and employment taxes\nrequired to be withheld by the Company by reason of such purchase.  The Optionee\nis required to provide written directives to the Company to deliver concurrently\ncertificates for the purchased shares directly to such brokerage firm; or\n\n              d.   any combination of the foregoing.]\n\n         As soon as practical after receipt of such notice, the Company shall,\nwithout transfer or issue tax or other incidental expense to the Optionee or his\nor her successor, transfer and deliver thereto at the office of the Company or\nsuch other place as may be mutually agreeable a certificate or certificates for\nsuch shares of its Common Stock; provided, however, that the time of such\ndelivery may be postponed by the Company for such period as may be required for\nit with reasonable diligence to comply with applicable registration requirements\nunder the Securities Act of 1933, as amended, any applicable listing\nrequirements of any national securities exchange, and requirements under any\nother laws or regulations applicable to the issuance or transfer of such shares.\n\n    5.   WITHHOLDING AND EMPLOYMENT TAXES.  Upon exercise of any option granted\nhereby, the Optionee shall remit to the Company in cash the amount of any and\nall applicable federal and state withholding and employment taxes.\n\n    6.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; ACCELERATED VESTING.  In\nthe event of any change in the outstanding Common Stock of the Company by reason\nof stock dividends, recapitalization, mergers, consolidations, split-up,\ncombinations or exchanges of shares and the like, the aggregate number or class\nof shares subject to this option immediately prior to such event shall be\nappropriately adjusted by the Board of Directors in accordance with the terms of\nthe Plan.\n\n         All of the Optioned Shares shall become fully vested not less than\nfifteen (15) days prior to the effective date of any of the following:  (a) a\ndissolution or liquidation of the Company; (b) a merger or consolidation in\nwhich the Company is the not the surviving corporation (other than a merger or\nconsolidation with a wholly-owned subsidiary, a reincorporation of the Company\nin a different jurisdiction, or other transaction in which there is no\nsubstantial change in the stockholders of the Company or their relative stock\nholdings and the options granted under this Plan are assumed, converted or\nreplaced by the successor corporation); (c) a merger in which the Company is the\nsurviving corporation but after which the stockholders of the Company (other\nthan any stockholder which merges (or which owns or controls another corporation\nwhich merges) with the Company in such merger) cease to own their shares or\nother equity interests in the Company; (d) the sale of substantially all of the\nassets of the Company; or (e) any other transaction which qualifies as a\n'corporate transaction' under Section 424(a) of the Internal Revenue Code of\n1986, as amended (the 'Code') wherein the stockholders of the Company give up\nall of their equity interest in the Company (except for the acquisition, sale or\ntransfer of all or substantially all of the outstanding shares of the Company\nfrom or by the stockholders of the Company).  This option shall be fully\nexercisable during the period of not\n\n\n\n                                          3\n\n\n\nless than fifteen (15) prior to such event, without regard to the vesting\nprovisions set forth above; provided, however, that in no event may this option\nbe exercised after ten (10) years from the date of grant.\n\n    7.   NON-TRANSFERABILITY OF OPTION.  This option shall not be transferable\nexcept by Will or the laws of descent and distribution, and this option may be\nexercised during the Optionee's lifetime only by the Optionee.  [Notwithstanding\nthe foregoing, [with the approval of the Administrator,] the Optionee may\ntransfer this option, without consideration for the transfer, to members of his\nimmediate family, to trusts for the benefit of such family members, to\npartnerships in which such family members are the only partners, or to\ncharitable organizations, provided that the transferee agrees in writing with\nthe Company to be bound by all of the terms and conditions of the Plan and this\noption agreement.]  Any purported transfer or assignment of this option not in\ncompliance with the foregoing shall be void and of no effect, and shall give the\nCompany the right to terminate this option as of the date of such purported\ntransfer or assignment.\n\n    8.   TAX STATUS.  The Optionee's treatment of shares purchased pursuant to\nthe exercise of this nonstatutory stock option may have significant tax\nconsequences. The Optionee acknowledges that he or she has been encouraged to\nobtain the advice of independent tax counsel regarding the federal and state\nincome tax consequences of the receipt and exercise of the option granted hereby\nand of the disposition of Common Stock acquired upon exercise hereof.  The\nOptionee acknowledges that he or she has not relied and will not rely upon any\nadvice or representations by the Company or by its employees or representatives\nwith respect to the tax treatment of options granted hereunder.\n\n    9.   NOT INCENTIVE STOCK OPTION.  This option shall not be treated as an\n'incentive stock option' as such term is defined in Section 422 of the Code.\n\n    10.  COMPLIANCE WITH SECURITIES AND OTHER LAWS.  The Company shall not be\nobligated to deliver any shares of its Common Stock hereunder for such period as\nmay reasonably be required for it to comply with any applicable requirements \nof: (i) the Securities Act of 1933; (ii) the Securities Exchange Act of 1934;\n(iii) applicable state securities laws; (iv) any applicable listing requirement\nof any stock exchange on which the Company's Common Stock is then listed; and\n(v) any other law or regulation applicable to the issuance of such shares. \n\n    11.  NOTICES.  All notices and other communications of any kind which\neither party to this Agreement may be required or may desire to serve on the\nother party hereto in connection with this Agreement shall be in writing and may\nbe delivered by personal service or by registered or certified mail, return\nreceipt requested, deposited in the United States mail with the postage thereon\nfully prepaid, addressed to the parties at the addresses indicated on the\nsignature page hereof.  Service of any such notice or other communication so\nmade by mail shall be deemed complete on the date of actual delivery as shown by\nthe addressee's registry or certification receipt or at the expiration of the\nthird (3rd) business day after the date of mailing, whichever is earlier in\ntime.  Either party may from time to time by notice in\n\n\n                                          4\n\n\n\nwriting served upon the other as aforesaid, designate a different mailing\naddress or a different person to which such notices or other communications are\nthereafter to be addressed or delivered. \n\n\n                                            MACROVISION CORPORATION\n                                            1341 Orleans Drive \n                                            Sunnyvale, California  94089\n\n\n\n                                            By:\n                                                --------------------------------\n\n                                            Title:\n                                                   -----------------------------\n\n\n\n                                            OPTIONEE:\n\n                                            -----------------------------------\n                                            (signature)\n\n                                            Name:\n                                                  ------------------------------\n                                                 (print)\n\n                                            Address:\n                                                     ---------------------------\n\n                                            -----------------------------------\n\n                                            -----------------------------------\n                                            Social Security No.:\n                                                                 ---------------\n\n\n                                          5\n\n\n\n                                      EXHIBIT A\n\n                                                      FORM OF NOTICE OF EXERCISE\n                                                      OF MACROVISION CORPORATION\n                                                       NONSTATUTORY STOCK OPTION\n                                                   UNDER MACROVISION CORPORATION\n                                                1996 DIRECTORS STOCK OPTION PLAN\n\n\nMACROVISION CORPORATION\n1341 Orleans Drive\nSunnyvale, CA 04089\n\n\nGentlemen:\n\n    I hereby exercise the right to purchase __________________ shares of Common\nStock of MACROVISION CORPORATION under the terms of the nonstatutory option\ngranted to me on ____________________________, 19___, pursuant to the\nNonstatutory Stock Option Agreement, dated as of said grant date.  This exercise\nof said option and the purchase and delivery of said shares shall be subject to\nall terms and conditions of such Nonstatutory Stock Option Agreement.\n\n    I enclose my check for $____________ in full payment of the purchase price\nof said shares ($__________) and applicable withholding and employment taxes\n($____________).  Please register said shares in my name.\n\nDated:___________________________\n\n\n\n\n                                            -----------------------------------\n                                            (signature)\n\n\n                                            -----------------------------------\n\n                                            -----------------------------------\n\n                                            -----------------------------------\n                                                  (Print name and address)\n\n\n\n\n                                          6\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8106],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9539,9543],"class_list":["post-38241","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-media__movies","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38241","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38241"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38241"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38241"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38241"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}