{"id":38243,"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-employee-stock-purchase-plan-macrovision-cor2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-employee-stock-purchase-plan-macrovision-cor2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-employee-stock-purchase-plan-macrovision-cor2.html","title":{"rendered":"1996 Employee Stock Purchase Plan &#8211; Macrovision Corp."},"content":{"rendered":"<pre>                               MACROVISION CORPORATION\n                          1996 EMPLOYEE STOCK PURCHASE PLAN\n                                           \n                                           \n                        As Adopted Effective December 3, 1996\n                                           \n                                           \n    1.   PURPOSE.  The purpose of the MACROVISION CORPORATION 1996 EMPLOYEE\nSTOCK PURCHASE PLAN (the 'Plan') is to grant to all employees of Macrovision\nCorporation (the 'Company') and its subsidiaries and affiliates, a favorable\nopportunity to acquire Common Stock of the Company, thereby encouraging all\nemployees to accept, or to continue in, employment with the Company; increasing\nthe interest of all employees in the Company's welfare through participation in\nthe growth and value of the Common Stock; and furnishing employees with an\nincentive to improve operations and increase profits of the Company.\n\n    To accomplish the foregoing objectives, this Plan provides a means whereby\nall employees may accrue rights to purchase shares of Common Stock of the\nCompany.\n\n    2.   ADMINISTRATION.  The Plan shall be administered by the Board of\nDirectors (the 'Board') of the Company or by a committee of two or more\ndirectors appointed by the Board (the 'Administrator').\n\n    The Administrator may delegate nondiscretionary administrative duties to\nsuch employees of the Company as it deems proper.  Subject to the terms and\nconditions of this Plan, the Administrator shall have the sole authority, in its\ndiscretion to interpret the Plan and to make all determinations deemed necessary\nor advisable for the administration of the Plan.\n\n    3.   ELIGIBILITY.\n\n         3.1  EMPLOYMENT REQUIREMENT.  Except as otherwise set forth herein,\nevery individual who, on the date of commencement of any offering period\npursuant to this Plan, is an employee of the Company or of any parent or\nsubsidiary of the Company, as defined below, is eligible to receive purchase\nrights to acquire shares of Common Stock of the Company pursuant to this Plan. \nThe term 'employee' includes an officer or director who is an employee of the\nCompany or a parent or subsidiary of it, as well as a non-officer, non-director\nemployee of the Company or a parent or subsidiary of it.  As used in this Plan,\nthe terms 'parent corporation' and 'subsidiary corporation' shall have the\nmeanings set forth in Sections 424(e) and (f), respectively, of the Internal\nRevenue Code of 1986, as amended (the 'IRC').\n\n         3.2  PERMISSIBLE EMPLOYEES.  In no event shall a purchase right be\ngranted to any individual who, immediately after the grant of such purchase\nright, would own five percent (5%) or more of the total combined voting power or\nvalue of all classes of outstanding capital stock of the Company, its parent or\nany subsidiary.  For purposes of this Section 3.2, in determining stock\nownership, an individual shall be considered as owning the voting capital stock\nowned, directly or indirectly, by or for his brothers and sisters, spouse,\nancestors and lineal\n\n                                       1\n\n\ndescendants.  Voting capital stock owned, directly or indirectly, by or for a \ncorporation, partnership, estate or trust shall be considered as being owned \nproportionately by or for its stockholders, partners or beneficiaries, as \napplicable.  An individual shall be considered as owning the shares of Common \nStock issuable upon exercise of any option or purchase right which such \nindividual holds.  Additionally, for purposes of this Section 3.2, \noutstanding capital stock shall include all capital stock actually issued and \noutstanding immediately after the grant of the option or the purchase right.  \nOutstanding capital stock shall not include capital stock authorized for \nissue under outstanding options or purchase rights held by any person.\n\n         3.3  EXCLUDED EMPLOYEES.  The following categories of employees shall\nbe excluded from participating in this Plan:  (i)  employees whose customary\nemployment is twenty (20) hours or less per week; and (ii) employees whose\ncustomary employment is not more than five months in any calendar year.\n\n         3.4  TRANSFER TO RELATED CORPORATION.  In the event that an employee\nleaves the employ of the Company to become an employee of any parent or\nsubsidiary corporation of the Company, or if the employee leaves the employ of\nany such parent or subsidiary corporation to become an employee of the Company\nor of another parent or subsidiary corporation, such employee shall be deemed to\ncontinue as an employee of the Company for all purposes of this Plan.\n\n    4.   COMMON STOCK SUBJECT TO PLAN.\n\n         4.1  SHARES RESERVED FOR ISSUE.  There shall be reserved for issue\nupon the exercise of options granted under this Plan two hundred fifty-two\nthousand (252,000) shares of Common Stock ('Plan Shares'), subject to adjustment\nas provided in Section 12 hereof. If any purchase rights granted under this Plan\nshall expire or terminate for any reason without having been exercised in full,\nthe unpurchased shares subject thereto shall again be available for the purposes\nof the Plan.\n\n         4.2  AGGREGATE SHARES.  Notwithstanding any other provisions of this\nPlan, the aggregate number of shares of Common Stock subject to outstanding\npurchase rights granted under this Plan, plus the aggregate number of shares\nissued upon the exercise of all purchase rights granted under this Plan, shall\nnever be permitted to exceed the number of shares specified in the first\nsentence of Section 4.1 above.\n\n    5.   NONTRANSFERABILITY.  All purchase rights acquired pursuant to this\nPlan shall be nontransferable, except by will or the laws of descent and\ndistribution, and shall be exercisable during the lifetime of the participant\nonly by the participant.  \n\n    6.   TERMS AND CONDITIONS OF EACH OFFERING.  All offerings under this Plan\nshall be subject to the following terms and conditions:\n\n                                       2\n\n\n         6.1  TERM AND FREQUENCY OF OFFERINGS. Each offering under the Purchase\nPlan will be for a period of twenty-four (24) months (the 'Offering Period'). \nEach Offering Period will consist of four six-month purchase periods (each a\n'Purchase Period') commencing, except for the first Offering Period, on the\nfirst business day of February and August of each year.  The Board has the power\nto change the duration of Offering Periods or Purchase Periods without\nstockholder approval, provided that the change is announced at least fifteen\n(15) days prior to the scheduled beginning of the first Offering Period or\nPurchase Period to be affected.  The first Offering Period will begin on the\neffective date of the Registration Statement on Form SB-2 for the initial public\noffering of the Company's Common Stock and will end\n on January 31, 1999.\n\n         6.2  PURCHASE RIGHTS AGREEMENT.  Purchase rights granted under this\nPlan shall be evidenced by a purchase rights agreement between the participant\nand the Company.  Each such agreement shall be subject to the terms and\nconditions set forth herein, and to such other terms and conditions not\ninconsistent herewith as the Administrator may deem appropriate, provided that,\nexcept as otherwise permitted herein, the terms and conditions of each such\nagreement shall be identical for each participant granted purchase rights\npursuant to any particular offering.  \n\n         6.3  ELECTION TO PARTICIPATE.  An individual who is an eligible\nemployee and desires to participate in an offering, should notify the\nAdministrator in writing of his or her election to participate on or before the\n15th day of the month before the start of the particular Offering Period. Once\nan employee becomes a participant in an Offering Period, such employee will\nautomatically participate in the Offering Period commencing immediately\nfollowing the last day of the prior Offering Period unless the employee\nwithdraws or is deemed to withdraw from this Plan or terminates further\nparticipation in the Offering Period as set forth in Sections 6.9 and 6.10.  \n\n         6.4  PURCHASE RIGHTS.  On the first day of each Offering Period (or\nthe first day of participation in an offering), and subject to this Section 6.4,\na participant will be granted purchase rights to acquire that number of Plan\nShares (rounded to the nearest whole share) equal to the quotient obtained by\ndividing (i) an amount equal to no less than one percent (1%) nor more than\ntwenty percent (20%) of the participant's gross compensation from the Company\nfor the immediately preceding calendar year, as reported for Federal income tax\npurposes, by (ii) eighty-five percent (85%) of the fair market value of a share\nof Common Stock, as of the date of grant, subject to the following limitation\n(the 'Maximum Shares').  No participant may accrue purchase rights, pursuant to\nthis Plan (and\/or any other stock purchase plan qualifying under IRC Section 423\nof this Company or of any parent or subsidiary of this Company), to acquire more\nthan twenty-five thousand dollars ($25,000)worth of Common Stock (based on the\nfair market value of the Common Stock on the grant date of the purchase rights)\nin any one calendar year.\n\n         6.5  EXERCISE OF PURCHASE RIGHTS.  The exercise of purchase rights\ngranted pursuant to this Plan may only occur on the Purchase Dates, as defined\nin Section 6.7.  Each participant must notify the Administrator in writing of\nhis or her election to exercise his or her purchase rights, if at all, at least\none business day prior to the last Purchase Date during any \n\n                                       3\n\n\nOffering Period, by advising the Administrator in writing that number of Plan \nShares which he or she desires to purchase, not to exceed the Maximum Shares \nless any Plan Shares previously purchased during the Offering Period.\n\n         6.6  METHOD OF PAYMENT FOR COMMON STOCK.     The purchase price will\nbe paid through periodic payroll deductions from the participant's compensation.\nThe participant should advise the Administrator in writing, on or before the\n15th day of the month preceding any Offering Period, that percent, which shall\nbe not less than one percent (1%), nor more than twenty percent (20%), of his or\nher gross compensation earned during each payroll period during the Offering\nPeriod, which he or she desires to be deducted and set aside for purchases of\nPlan Shares for the duration of the Offering Period, up to an aggregate payroll\ndeduction not to exceed twenty-one thousand two hundred fifty dollars ($21,250)\nin any calendar year.  Payroll deductions made for each participant shall be\ncredited to a special book account on the Company's books, but no funds will be\nactually set aside in any special fund or account.\n\n\n         6.7  PURCHASE DATES.  The semi-annual purchase dates will occur on the\nlast business day of each Purchase Period(the 'Purchase Dates'). Except as set\nforth in Section 6.10 hereof, all payroll deductions collected from the\nparticipant and not theretofore applied to the purchase of Plan Shares, will\nautomatically be applied to the purchase of that number of Plan Shares for which\nthe participant was granted purchase rights pursuant to the formula set forth in\nSection 6.4 hereof.  Any funds deducted from the participant's compensation\npursuant to this Plan in excess of the purchase price of the shares purchased\nduring the Offering Period shall be promptly refunded to the participant\nfollowing the expiration of the Offering Period.\n\n         6.8  PURCHASE PRICE.  The purchase price for the Company's Common\nStock purchased under the Purchase Plan is 85% of the lesser of the fair market\nvalue of the Company's Common Stock on the first day of the applicable Offering\nPeriod or the last day of the respective Purchase Period. For all purposes of\nthis Plan, the fair market value of the Common Stock on any particular date\nshall be the closing price on the trading day next preceding that date on the\nprincipal securities exchange on which the Company's Common Stock is listed, or,\nif such Common Stock is not then listed on any securities exchange, then the\nfair market value of the Common Stock on such date shall be the closing bid\nprice as reported by the National Association of Securities Dealers, Inc.\nAutomated Quotation System ('NASDAQ') on the trading day next preceding such\ndate.  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\n         6.9  WITHDRAWAL.  Each participant may withdraw from an Offering\nPeriod under this Plan by notifying the Administrator in writing of his or her\nelection to withdraw at any time at least fifteen (15) days prior to the end of\nan Offering Period. Upon receipt of such notice by the Administrator, all future\npayroll deductions will cease, and any payroll deductions previously collected\nduring such Offering Period pursuant to Section 6.6 (to the extent not already\napplied to the purchase of Plan Shares) will be refunded, without interest.  In\nthe event a\n\n                                       4\n\n\nparticipant voluntarily elects to withdraw from this Plan, he or she may not \nresume his or her participation in this Plan during the same Offering Period, \nbut he or she may participate in any Offering Period under this Plan which \ncommences on a date subsequent to such withdrawal in the same manner as set \nforth above for initial participation in this Plan.\n\n         6.10 TERMINATION OF PARTICIPATION IN AN OFFERING.  Payroll deductions\nwith respect to any participant in an offering will automatically terminate upon\nthe participant's cessation of employment, retirement, permanent or total\ndisability, as defined in Section 105(d)(4) of the IRC or death (a 'terminating\nevent').  The Company shall not issue shares in exercise of such participant's\npurchase rights unless the participant makes an election in accordance with\nSections 6.10.1 or 6.10.2, as applicable.  \n\n              6.10.1  ELECTION TO WITHDRAW FUNDS.  During the period \ncommencing with a terminating event and ending seventy-five (75) days \nthereafter, the participant will be entitled, at his or her election, to (i) \nwithdraw the payroll deductions made during such Offering Period not \ntheretofore applied to the purchase of Plan Shares, or (ii) to have such \nfunds applied to the purchase of Plan Shares.  If no election is made prior \nto the expiration of seventy-five (75) days following a terminating event, \nthe Company shall refund the payroll deductions previously collected during \nsuch offering and not theretofore applied to the purchase of Plan Shares, \nwithout interest.  In the event the participant elects to purchase all or any \nof the Plan Shares to which he or she is entitled, then the Administrator and \nsuch participant should proceed in accordance with Section 6.6 hereof, except \nthat for the purposes of this Section 6.10.1, Purchase Date shall mean that \nday immediately following the day the Administrator is notified of the \nparticipant's election, not to exceed seventy-six (76) days following the \nterminating event.\n\n              6.10.2  DEATH.  In the case of the death of a participant, the\nperiod to elect whether to withdraw the payroll deductions or to have such\nwithheld funds applied to the purchase of Plan Shares shall be extended until\nthree hundred sixty-five (365) days following the date of death, and such\nelection may be made by the decedent's representative or the person entitled to\nacquire, or direct the acquisition of, the purchase rights under the employee's\nwill or the laws of intestate succession (the 'Representative').  The preceding\nsentence shall only apply if the decedent was an employee of the Company, its\nparent or subsidiary, either at the time of death or within three (3) months\nprior to such date.  If no election is made prior to the expiration of three\nhundred sixty-five (365) days following the date of death, then the Company\nshall refund the payroll deductions previously collected during such offering\nand not theretofore applied to the purchase of Plan Shares, without interest. \nIn the event the Representative elects to purchase all or any of the Plan Shares\nto which the participant is entitled, then the Administrator and the\nRepresentative should proceed in accordance with Section 6.6 hereof, except that\nfor purposes of this Section 6.10.2, Purchase Date shall mean the day\nimmediately following the day the Administrator is notified of the\nRepresentative's election, not to exceed three hundred sixty-six (366) days\nfollowing the date of death.\n\n         6.11 REGISTRATION OF PLAN AND DUE AUTHORIZATION.  Notwithstanding\nanything to the contrary, express or implied herein, no rights granted under the\nPlan may be exercised to any\n\n                                       5\n\n\nextent unless the Plan (including the purchase rights and the shares covered \nthereby) is covered by an effective registration statement pursuant to the \nSecurities Act of 1933, as amended (the 'Securities Act').  If on any \nPurchase Date, the Plan is not so registered, no rights granted under the \nPlan or any offering shall be exercised, and the Purchase Date shall be \ndelayed until the Plan is subject to an effective registration statement, \nexcept that the Purchase Date shall not be delayed more than six (6) months, \nand in no event shall the Purchase Date be more than twenty-seven (27) months \nfrom the commencement of the particular Offering Period.  If on the Purchase \nDate of any offering hereunder, as delayed to the maximum extent permissible, \nthe Plan is still not registered, no purchase rights shall be exercised and \nall payroll deductions accumulated (to the extent not already applied to the \npurchase of Plan Shares) shall be refunded to the participants, without \ninterest.  If after reasonable efforts, the Company is unable to obtain from \neach regulatory commission or agency having jurisdiction over the Plan such \nauthority as counsel for the Company deems necessary or appropriate, the \nCompany shall be relieved from any liability for failure to issue and sell \nPlan Shares upon exercise of such purchase rights unless and until such \nauthority is obtained.  \n\n    7.   WITHHOLDING AND EMPLOYMENT TAXES.  The Company shall be entitled to\nwithhold and\/or pay from any payroll deductions made pursuant to this Plan, the\namount of any and all applicable federal and state withholding and employment\ntaxes.\n\n    8.   EQUAL RIGHTS AND PRIVILEGES.  Except as set forth in Sections 3.2 and\n3.3, if the Company or any parent or subsidiary grants any purchase rights\npursuant to this Plan, then it must grant such rights to all its employees.  All\nparticipants shall have the same rights and privileges, except in any particular\noffering, the amount of stock which may be purchased by any employee may bear a\nuniform relationship to the employee's total compensation, or his or her basic\nor regular rate of compensation.\n\n    9.   DISQUALIFYING DISPOSITIONS.  If any Plan Shares are disposed of within\ntwo (2) years from the date the purchase rights were acquired or within one (1)\nyear after the acquisition of the Plan Shares by the participant, immediately\nprior to the disposition, the participant shall promptly notify the Company in\nwriting of the date and terms of the disposition and shall provide such other\ninformation regarding the disposition as the Company may reasonably require.\n\n    10.  STOCK ISSUANCE AND RIGHTS AS STOCKHOLDER.  Notwithstanding any other\nprovisions of the Plan, no participant 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 participant shall both have paid the purchase price for the Plan\nShares 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    11.  DESIGNATION OF BENEFICIARY.   A participant may file a written\ndesignation of a beneficiary who is to receive any shares and cash, if any, from\nthe participant's account under the\n\n                                       6\n\n\nPlan in the event of such participant's death subsequent to the end of an \nOffering Period but prior to delivery to him or her of such shares and cash.  \nIn addition, a participant may file a written designation of a beneficiary \nwho is to receive any cash from the participant's account under the Plan in \nthe event of such participant's death prior to the Exercise Date of an \nOffering Period.  If a participant is married and the designated beneficiary \nis not the spouse, spousal consent shall be required for such designation to \nbe effective.  Such designation of beneficiary may be changed by the \nparticipant (and his or her spouse, if any) at any time by written notice.  \nIn the event of the death of a participant and in the absence of a \nbeneficiary validly designated under the Plan who is living at the time of \nsuch participant's death, the Company shall deliver such shares and\/or cash \nto the executor or administrator of the estate of the participant, or if no \nsuch executor or administrator has been appointed (to the knowledge of the \nCompany), the Company, in its discretion, may deliver such shares and\/or cash \nto the spouse or to any one or more dependents or relatives of the \nparticipant, or if no spouse, dependent or relative is known to the Company, \nthen to such other person as the Company may designate.\n\n    12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.\n\n         12.1 APPROPRIATE ADJUSTMENT IN NUMBER OF SHARES.  Subject to any\nrequired action by the Company's stockholders, the number of shares of Common\nStock covered by this Plan as provided in Section 4, the number of shares\ncovered by each outstanding purchase right granted hereunder and the purchase\nprice thereof shall be proportionately adjusted for any increase or decrease in\nthe number of issued shares of Common Stock resulting from a subdivision or\nconsolidation of such shares or the payment of a stock dividend (but only on the\nCommon Stock) or any other increase or decrease in the number of such\noutstanding shares of Common Stock effected without the receipt of consideration\nby the Company; provided, however, that the conversion of any convertible\nsecurities of the Company shall not be deemed to have been 'effected without\nreceipt of consideration.'\n\n         12.2 MERGERS AND\/OR ACQUISITIONS.  Subject to any required action by\nthe Company's stockholders, if the Company shall be the surviving corporation in\nany merger or consolidation, each outstanding purchase right shall pertain and\napply to the securities to which a holder of the number of shares subject to the\npurchase right would have been entitled.  A dissolution or liquidation of the\nCompany or a merger or consolidation in which the Company is not the surviving\ncorporation shall cause each outstanding purchase right to terminate, unless the\nsurviving corporation in the case of a merger or consolidation assumes\noutstanding purchase rights or replaces them with substitute purchase rights\nhaving substantially similar terms and conditions; provided, however, that if an\noutstanding purchase right is to terminate upon any such event, the\nAdministrator on such terms and conditions as it deems appropriate, shall\nprovide either by the terms of the agreement or by a resolution adopted prior to\nthe occurrence of any such event, that, for some period of time prior to such\nevent, such purchase right shall be exercisable as to all of the shares covered\nby the portion of the purchase right that previously has not lapsed, terminated,\nor been exercised.\n\n                                       7\n\n\n         12.3 BOARD'S DETERMINATION CONCLUSIVE.  To the extent that the\nforegoing adjustments relate to stock or securities of the Company, such\nadjustments shall be made by the Board, whose determination in that respect\nshall be final, binding and conclusive.\n\n         12.4 LIMITATION ON RIGHTS.  Except as hereinabove expressly provided\nin this Section 11, no participant shall have any rights by reason of any\nsubdivision or consolidation of shares of the capital stock of any class or the\npayment of any stock dividend or any other increase or decrease in the number of\nshares of any class or by reason of any dissolution, liquidation, merger or\nconsolidation or spin-off of assets or stock of another corporation, and any\nissue by the Company of shares of stock of any class or of securities\nconvertible into shares of stock of any class shall not affect, and no\nadjustment by reason thereof shall be made with respect to, the number or price\nof shares subject to any purchase right granted hereunder.\n\n         12.5 RESERVATION OF RIGHTS.  The grant of a purchase right pursuant to\nthis Plan shall not affect in any way the right or power of the Company to make\nadjustments, reclassifications, reorganizations or changes of its capital or\nbusiness structure or to merge or consolidate or to dissolve, liquidate, sell or\ntransfer all or any part of its business or assets.\n\n    13.  SECURITIES LAW REQUIREMENTS.\n\n         13.1 INVESTMENT REPRESENTATIONS.  The Administrator may require an\nindividual as a condition of the grant and of the exercise of a purchase right,\nto represent and establish to the satisfaction of the Administrator that all\nPlan Shares to be acquired will be acquired for investment and not for resale. \nThe Administrator shall cause such legends to be placed on certificates\nevidencing Plan Shares as, in the opinion of the Company's counsel, may be\nrequired by federal and applicable state securities laws.\n\n         13.2 COMPLIANCE WITH APPLICABLE SECURITIES LAWS.  No Plan Shares shall\nbe issued unless and until counsel for the Company determines that:  (i) the\nCompany and the participant have satisfied all applicable requirements under the\nSecurities Act of 1933, as amended, and the Exchange Act; (ii) any applicable\nrequirement of any stock exchange or quotation system on which the Company's\nCommon Stock is listed or quoted has been satisfied; and (iii) all other\napplicable provisions of state and federal law have been satisfied.\n\n    14.  AMENDMENT.  The Board may terminate the Plan or amend the Plan from\ntime to time, immediately after the close of any offering, in such respects as\nthe Board may deem advisable, provided that, the Plan shall not be amended more\nthan once every six months, other than to comport with changes in the IRC or the\nEmployee Retirement Income Security Act, or the rules thereunder, and provided\nfurther, that, without the approval of the Company's stockholders in compliance\nwith the requirements of applicable law, no such revision or amendment shall:\n\n         (a)  increase the number of shares of Common Stock reserved under\nSection 4 hereof for issue under the Plan, except as provided in Section 12\nhereof;\n\n                                       8\n\n\n         (b)  change the class of persons eligible to participate in the Plan\nunder Section 3 hereof;\n\n         (c)  extend the term of the Plan under Section 15 hereof; or\n\n         (d)  amend this Section 14 to defeat its purpose.\n\n    15.  TERMINATION.   The Plan will terminate automatically on the earlier of\ntermination by the Board, issuance of all the shares reserved under the Purchase\nPlan or ten years from the date the Purchase Plan was adopted by the Board.  No\noffering shall be initiated hereunder after termination of the Plan, but such\ntermination shall not affect the validity of any purchase rights then\noutstanding.\n\n    16.  TIME OF GRANTING OPTIONS.  The date of grant of a purchase right\nhereunder shall, for all purposes, be the date on which the particular Offering\nPeriod commences.\n\n    17.  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    18.  EFFECTIVE DATE.  This Plan was adopted by the Board of Directors of\nthe Company on December 3, 1996, and shall be effective on said date.  The Plan\nwas approved by the stockholders of the Company on January ___, 1997.\n\n                                       9\n\n\n                               MACROVISION CORPORATION\n                             EMPLOYEE STOCK PURCHASE PLAN\n                                ENROLLMENT\/CHANGE FORM\n                                           \n                                           \n\n\n\n\n___ Enrollment\n___ Change in Payroll Deductions for Next Offering Period\n___ Stop Payroll Deductions for Offering Period\n___ Designation of Beneficiary\n\n\n_________________________________       ________________________________\nPrint Name                              Social Security No.\n\n_________________________________\nAddress\n\n_________________________________\nCity,      State       Zip\n\n1.  I hereby elect to participate in the Macrovision Corporation Employee Stock\n    Purchase Plan (the 'Plan') and subscribe to purchase shares of Macrovision\n    Corporation (the 'Company') Common Stock ('Common Stock') in accordance\n    with this Enrollment\/Change Form and the Plan.\n\n2.  I hereby authorize payroll deductions from each paycheck for ____% of my\n    compensation, as compensation is defined in the Plan.\n\n3.  I understand that said payroll deductions shall be accumulated for the\n    purchase of shares of Common stock at the applicable purchase price\n    determined in accordance with the Plan.\n\n4.  I have received a copy of the Company's Employee Stock Purchase Plan.  I\n    understand that my participation in the Plan is in all respects subject to\n    the terms of the Plan.\n\n5.  I understand that shares purchased for me under the Plan will be issued in\n    my name and will be sent to me at my home address.  If I change my home\n    address I will notify the Company's Chief Financial Officer.\n\n\n6.  In the event of my death, I hereby designate the following as my\n    beneficiary(ies) to receive all payments and shares due to me under the\n    Plan:\n\n    Name (Please Print)\n    \n     ________________________________    ___________________________  \n    (First)        (Middle)  (Last)      (Relationship)                \n    \n    ________________________________\n    (Address)\n    ________________________________\n\n7.  I understand that if I dispose of any of these shares before the lapse of\n    two (2) years after the first day of the Offering Period in which they were\n    acquired and one (1) year after the Purchase Date, the excess of the fair\n    market value of the shares at time of purchase over the price I paid for\n    the shares will be treated, for federal income tax purposes, as ordinary\n    income.  I further understand that if I dispose of such shares at any time\n    after the expiration of the two (2) year and one (1) year holding period, I\n    will be treated as having received income only at the time of such\n    disposition, and such income will be treated as ordinary income to the\n    extent of an amount equal to the lesser of: (i) the excess of the current\n    fair market value of the shares over the purchase price, or (ii) the excess\n    of the current fair market value of the shares over the fair market value\n    of the shares on the first day of the Offering Period in which they were\n    acquired.  The remainder of the gain or loss, if any, recognized on such\n    disposition will be treated as capital gain or loss.\n\n    I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER THE\n    DATE OF ANY DISPOSITION.  I UNDERSTAND THAT TAX CONSEQUENCES INCURRED IN\n    CONNECTION WITH THIS STOCK ARE VERY COMPLICATED AND I WILL CONSULT WITH MY\n    OWN TAX PROFESSIONAL TO BE CERTAIN I UNDERSTAND THE RULES AND REGULATIONS\n    GOVERNING STOCK PURCHASE PLANS.\n\n8.  I hereby agree to be bound by the terms of the Plan.  The effectiveness of\n    this Enrollment\/Change Form is dependent upon my eligibility to participate\n    in the Plan.\n\n\nI UNDERSTAND THAT THIS ENROLLMENT\/CHANGE FORM SHALL REMAIN IN EFFECT THROUGHOUT\nSUCCESSIVE OFFERING PERIODS UNLESS AND UNTIL TERMINATED BY ME.\n\n\n________________________________   _______________\nSignature                          Date\n\n===============================================================================\nFor use by Stock Administrator only\nDate: _________________\nNo. of shares eligible to purchase: ___________________________________________\nComments: _____________________________________________________________________\n\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":[9539,9545],"class_list":["post-38243","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__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38243","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=38243"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38243"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38243"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38243"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}