{"id":38244,"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-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-employee-stock-purchase-plan-macrovision-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-employee-stock-purchase-plan-macrovision-corp.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 and excludes an\nindividual who provides services to the Company as an independent contractor\nwhether or not such individual is reclassified as a common law employee, unless\nthe Company withholds or is required to withhold U.S. Federal employment taxes\nfor such individual pursuant to Section 3402 of the Internal Revenue Code of\n1986, as amended (the 'IRC').  As used in this Plan, the terms 'parent\ncorporation' and 'subsidiary corporation' shall have the meanings set forth in\nSections 424(e) and (f), respectively, of 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\n\n\n\n                                          1\n\n\n\n\nstock of the Company, its parent or any subsidiary.  For purposes of this\nSection 3.2, in determining stock ownership, an individual shall be considered\nas owning the voting capital stock owned, directly or indirectly, by or for his\nbrothers and sisters, spouse, ancestors and lineal descendants.  Voting capital\nstock owned, directly or indirectly, by or for a corporation, partnership,\nestate or trust shall be considered as being owned proportionately by or for its\nstockholders, partners or beneficiaries, as applicable.  An individual shall be\nconsidered as owning the shares of Common Stock issuable upon exercise of any\noption or purchase right which such individual holds.  Additionally, for\npurposes of this Section 3.2, outstanding capital stock shall include all\ncapital stock actually issued and outstanding immediately after the grant of the\noption or the purchase right.  Outstanding capital stock shall not include\ncapital stock authorized for issue under outstanding options or purchase rights\nheld 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\n\n                                          2\n\n\n\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         6.1  TERM AND FREQUENCY OF OFFERINGS.  Each offering under the\nPurchase Plan will be for a period of twenty-four (24) months (the 'Offering\nPeriod') commencing on February 1 and August 1 of each year and ending\ntwenty-four (24) months thereafter on January 31 and July 31, respectively;\nprovided, however, that, notwithstanding the foregoing, the first Offering\nPeriod will begin on the effective date of the Registration Statement on Form\nSB-2 for the initial public offering of the Company's Common Stock and will end\non January 31, 1999.  Except for the first Offering Period, each Offering Period\nwill consist of four (4) six-month purchase periods (each a 'Purchase Period')\ncommencing on the first business day of February and August of each year.  The\nfirst Offering Period shall consist of no fewer than three (3) Purchase Periods,\nthe first of which may be greater or less than six months as determined by the\nAdministrator.  The Board has the power to change the duration of Offering\nPeriods or Purchase Periods without stockholder approval, provided that the\nchange is announced at least fifteen (15) days prior to the scheduled beginning\nof the first Offering Period or Purchase Period to be affected.\n\n         6.2  OTHER TERMS AND CONDITIONS.  Purchase rights granted under this\nPlan shall be subject to the terms and conditions set forth herein, and to such\nother terms and conditions not inconsistent herewith as the Administrator may\ndeem appropriate, provided that, except as otherwise permitted herein, such\nterms and conditions shall be identical for each participant granted purchase\nrights pursuant 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 deliver to the\nAdministrator on or before the 15th day of the month before the start of the\nparticular Offering Period a written enrollment form evidencing his or her\nelection to participate.  Once an employee becomes a participant in an Offering\nPeriod, such employee will automatically participate in the Offering Period\ncommencing immediately following the last day of the prior Offering Period\nunless the employee withdraws or is deemed to withdraw from this Plan or\nterminates further participation in the Offering Period as set forth in Sections\n6.8 and 6.9.  If the purchase price on the first day of any current Offering\nPeriod in which a participant is enrolled is higher than the purchase price on\nthe first day of any subsequent Offering Period, the Company automatically will\nenroll such participant in the subsequent Offering Period (the participant does\nnot need to file any forms with the Company to be so enrolled), and any funds\naccumulated in such participant's account, and not withdrawn, prior to the first\nday of such subsequent Offering Period will be applied to purchase shares on the\nPurchase Date immediately prior to the first day of such subsequent Offering\nPeriod.\n\n         6.4  PURCHASE RIGHTS.  Enrollment by an eligible employee in this Plan\nwith respect to an Offering Period will constitute the grant, as of the first\nday of such Offering Period, by the Company to such employee of purchase rights\nto acquire that number of Plan Shares (rounded to the nearest whole share) equal\nto the quotient obtained by dividing (i) the amount\n\n\n\n                                          3\n\n\n\n\naccumulated in such employee's payroll deduction account during each Purchase\nPeriod in the Offering Period, by (ii) eighty-five percent (85%) of the lesser\nof the fair market value of the Company's Common Stock on the first day of the\napplicable Offering Period or on the last day of the respective Purchase Period,\nsubject to the limitations set forth below (the 'Maximum Shares').  No\nparticipant may accrue purchase rights, pursuant to this Plan (and\/or any other\nstock purchase plan qualifying under IRC Section 423 of this Company or of any\nparent or subsidiary of this Company), to acquire more than twenty-five thousand\ndollars ($25,000) worth of Common Stock (based on the fair market value of the\nCommon Stock on the grant date of the purchase rights) in any one calendar year.\nNo participant may accrue purchase rights pursuant to this Plan to acquire more\nthan the maximum number of shares that may be established for a particular\nPurchase Period or Offering Period by the Board or the Administrator.\n\n         6.5  PAYMENT FOR COMMON STOCK.  The purchase price will be paid with\nfunds accumulated through periodic payroll deductions from the participant's\ncompensation during the Offering Period.  The participant should provide written\nauthorization for payroll deductions to the Company department designated by the\nAdministrator, on or before the 15th day of the month preceding any Offering\nPeriod, specifying the percentage, which shall be not less than one percent\n(1%), nor more than twenty percent (20%), of his or her gross compensation\nearned during each payroll period during the Offering Period, which he or she\ndesires to be deducted and set aside for purchases of Plan Shares for the\nduration of the Offering Period, up to an aggregate payroll deduction not to\nexceed twenty-one thousand two hundred fifty dollars ($21,250) in any calendar\nyear.  A participant may reduce (but not increase) the rate of payroll\ndeductions during an Offering Period by filing with the Company department\ndesignated by the Administrator a new written authorization for payroll\ndeductions, in which case the new rate shall become effective for the next\npayroll period commencing more than fifteen (15) days after receipt of the\nauthorization and shall continue for the remainder of the Offering Period.  Such\na change in the rate of payroll deductions may be made at any time during an\nOffering Period, but not more than one (1) change may be made effective during\nany Offering Period.  A participant may increase or decrease the rate of payroll\ndeductions for any subsequent Offering Period by filing a new authorization for\npayroll deductions not later than fifteen (15) days before the beginning of such\nOffering Period.  Payroll deductions made for each participant shall be credited\nto a special book account on the Company's books, but no funds will be actually\nset aside in any special fund or account.\n\n         6.6  PURCHASE DATES.  The semi-annual purchase dates will occur on the\nlast business day of each Purchase Period (the 'Purchase Dates').  All payroll\ndeductions collected from the participant and not theretofore applied to the\npurchase of Plan Shares, will automatically be applied to the purchase of that\nnumber of Plan Shares for which the participant was granted purchase rights for\nthat Purchase Period pursuant to the formula set forth in Section 6.4 hereof.\nAny funds deducted from the participant's compensation pursuant to this Plan\nduring a particular Purchase Period in excess of the purchase price of the\nshares purchased for the Purchase Period shall be carried over to subsequent\nPurchase Periods within the same Offering Period.  Any funds deducted from the\nparticipant's compensation pursuant to this Plan for a particular Offering\nPeriod in excess of the purchase price of the shares purchased during the\n\n\n\n                                          4\n\n\n\n\nOffering Period shall be promptly refunded to the participant following the\nexpiration of the Offering Period.\n\n         6.7  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, which in the\ncase of the first day of the first Offering Period will be the price per share\nat which shares of the Company's Common Stock are initially offered for sale to\nthe public by the Company's underwriters in the initial public offering of the\nCompany's Common Stock pursuant to the Registration Statement on Form SB-2.\n\n         6.8  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\nfuture payroll deductions will cease, and any payroll deductions previously\ncollected during such Offering Period pursuant to Section 6.5 (to the extent not\nalready applied to the purchase of Plan Shares) will be refunded, without\ninterest.  In the event a participant voluntarily elects to withdraw from this\nPlan, he or she may not resume his or her participation in this Plan during the\nsame Offering Period, but he or she may participate in any Offering Period under\nthis Plan which commences on a date subsequent to such withdrawal in the same\nmanner as set forth above for initial participation in this Plan.\n\n         6.9  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').\n\n         6.10 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 extent unless the Plan (including the purchase\nrights and the shares covered thereby) is covered by an effective registration\nstatement pursuant to the Securities Act of 1933, as amended (the 'Securities\nAct').  If on any Purchase Date, the Plan is not so registered, no rights\ngranted under the Plan or any offering shall be exercised, and the Purchase Date\nshall be delayed until the Plan is subject to an effective registration\nstatement, except that the Purchase Date shall not be delayed more than six (6)\nmonths, and in no event shall the Purchase Date be more than twenty-\n\n\n\n                                          5\n\n\n\n\nseven (27) months from the commencement of the particular Offering Period.  If\non the Purchase Date of any offering hereunder, as delayed to the maximum extent\npermissible, the Plan is still not registered, no purchase rights shall be\nexercised and all payroll deductions accumulated (to the extent not already\napplied to the purchase of Plan Shares) shall be refunded to the participants,\nwithout interest.  If after reasonable efforts, the Company is unable to obtain\nfrom each regulatory commission or agency having jurisdiction over the Plan such\nauthority as counsel for the Company deems necessary or appropriate, the Company\nshall be relieved from any liability for failure to issue and sell Plan Shares\nupon exercise of such purchase rights unless and until such authority is\nobtained.\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, all employees eligible to participate in this Plan shall have the same\nrights and privileges hereunder, except in any particular offering, the amount\nof stock which may be purchased by any employee may bear a uniform relationship\nto the employee's total compensation, or his or her basic or regular rate of\ncompensation.\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 Plan in the event of such participant's\ndeath subsequent to the end of an Offering Period but prior to delivery to him\nor her of such shares and cash.  In addition, a participant may file a written\ndesignation of a beneficiary who is to receive any cash from the participant's\naccount under the Plan in the event of such participant's death prior to the\nExercise Date of an Offering Period.  If a participant is married and the\ndesignated beneficiary is not the spouse, spousal consent shall be required for\nsuch designation to be effective.  Such designation of beneficiary may be\nchanged by the participant (and his or her spouse, if any) at any time by\nwritten notice.  In the event of the\n\n\n\n                                          6\n\n\n\n\ndeath of a participant and in the absence of a beneficiary validly designated\nunder the Plan who is living at the time of such participant's death, the\nCompany shall deliver such shares and\/or cash to the executor or administrator\nof the estate of the participant, or if no such executor or administrator has\nbeen appointed (to the knowledge of the Company), the Company, in its\ndiscretion, may deliver such shares and\/or cash to the spouse or to any one or\nmore dependents or relatives of the participant, or if no spouse, dependent or\nrelative is known to the Company, then to such other person as the Company may\ndesignate.\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 (other than one described in (iii) below), each\noutstanding purchase right shall pertain and apply to the securities to which a\nholder of the number of shares subject to the purchase right would have been\nentitled.  In the event of (i) a dissolution or liquidation of the Company; (ii)\na 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 purchase rights granted\nunder this Plan are assumed, converted or replaced by the successor corporation,\nwhich assumption will be binding on all participants); (iii) a merger in which\nthe Company 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), each\noutstanding purchase right shall terminate, unless the surviving corporation in\nthe case of a merger or consolidation assumes outstanding purchase rights or\nreplaces them with substitute purchase rights having substantially similar terms\nand conditions; provided, however, that if an outstanding purchase right is to\nterminate upon any such event, the Administrator on\n\n\n\n                                          7\n\n\n\n\nsuch terms and conditions as it deems appropriate, shall provide either by the\nterms of the agreement or by a resolution adopted prior to the occurrence of any\nsuch event, that, for some period of time prior to such event, such purchase\nright shall be exercisable as to all of the shares covered by the portion of the\npurchase right that previously has not lapsed, terminated, or been exercised.\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 12, 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, without the approval of the\nCompany's stockholders in compliance with the requirements of applicable law, no\nsuch revision or amendment shall:\n\n\n\n                                          8\n\n\n\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         (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 February ___, 1997.\n\n\n\n                                          9\n\n\n\n\n                               MACROVISION CORPORATION\n                             EMPLOYEE STOCK PURCHASE PLAN\n                                ENROLLMENT\/CHANGE FORM\n\n\n    Enrollment\n---\n    Change in Payroll Deductions for Next Offering Period\n---\n    Stop Payroll Deductions for Offering Period\n---\n    Designation of Beneficiary(ies)\n---\n\n\n\n---------------------------------          ---------------------------\nPrint Name                                Social Security No.\n\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 of ____% [not less\n    than one percent (1%) nor more than twenty percent (20%)] of my gross\n    compensation earned from the Company during each payroll period during the\n    Offering Period as that term is defined in the Plan. I understand that the\n    aggregate payroll deduction may not exceed twenty-one thousand two hundred\n    and fifty dollars ($21,250) in any calendar year.\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\n\n\n6.  In the event of my death, I hereby designate the following person(s) 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     --------------------------------       ----------------------------\n    First         Middle        Last        Relationship\n\n\n     --------------------------------\n    Address\n\n\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 on the Purchase Date over the purchase\n    price, or (ii) the excess of the current fair market value of the shares on\n    the Purchase Date over the fair market value of the shares on the first day\n    of the Offering Period in which they were acquired.  The remainder of the\n    gain or loss, if any, recognized on such disposition will be treated as\n    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\nI UNDERSTAND THAT THIS ENROLLMENT\/CHANGE FORM SHALL REMAIN IN EFFECT THROUGHOUT\nSUCCESSIVE OFFERING PERIODS UNLESS AND UNTIL TERMINATED BY ME.\n\n\n\n-------------------------------------        -----------\nSignature                                   Date\n\n\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\nFor use by Stock Administrator only\nDate:\n      -----------------\nNo. of shares eligible to purchase:\n                                    --------------------------------------------\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-38244","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\/38244","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=38244"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38244"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38244"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38244"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}