{"id":38246,"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-equity-incentive-plan-macrovision-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-equity-incentive-plan-macrovision-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-equity-incentive-plan-macrovision-corp.html","title":{"rendered":"1996 Equity Incentive Plan &#8211; Macrovision Corp."},"content":{"rendered":"<pre>                               MACROVISION CORPORATION\n                              1996 EQUITY INCENTIVE PLAN\n\n\n               As Adopted by the Board of Directors on December 3, 1996\n\n    Section 1.  PURPOSE; DEFINITIONS.\n\n    The name of the plan is the Macrovision Corporation 1996 Equity Incentive\nPlan (the \"Plan\").  The purpose of the Plan is to encourage and enable employees\n(including officers and Directors) of Macrovision Corporation (the \"Company\")\nand its Subsidiaries, non-employee members of the Board of Directors of the\nCompany, and those consultants and other independent contractors who provide\nservices to the Company and its Subsidiaries and upon whose judgment, initiative\nand efforts the Company and its Subsidiaries depend for the successful conduct\nof their business to acquire proprietary interests in the Company.  It is\nanticipated that providing such persons with a direct stake in the Company's\nwelfare will assure a closer identification of their interests with those of the\nCompany, thereby stimulating their efforts on behalf of the Company and its\nSubsidiaries and strengthening their desire to remain with the Company and its\nSubsidiaries.\n\n    The following terms shall be defined as set forth below:\n\n    (a)  \"Act\" means the Securities Act of 1933, as amended.\n\n    (b)  \"Administrator\" means the Board or the Committee.\n\n    (c)  \"Award\" or \"Awards,\" except where referring to a particular category\nof grant under the Plan, shall include Incentive Stock Options, Nonstatutory\nStock Options, Stock Appreciation Rights, and Restricted Stock Awards.\n\n    (d)  \"Board\" means the Board of Directors of the Company.\n\n    (e)  \"Cause,\" as such term relates to the termination of any person's\nstatus as an employee or other service provider of the Company, means the\noccurrence of one or more of the following:  (i) such person is convicted of,\npleads guilty to, or confesses to any felony or any act of fraud,\nmisappropriation or embezzlement which has an immediate and materially adverse\neffect on the Company or any Subsidiary, as determined by the Board in good\nfaith in its sole discretion, (ii) such person engages in a fraudulent act to\nthe material damage or prejudice of the Company or any Subsidiary or in conduct\nor activities materially damaging to the property, business or reputation of the\nCompany or any Subsidiary, all as determined by the Board in good faith in its\nsole discretion, (iii) any material act or omission by such person involving\nmalfeasance or negligence in the performance of such person's duties to the\nCompany or any Subsidiary to the material detriment of the Company or any\nSubsidiary, as determined by the Board in good faith in its sole discretion,\nwhich has not been corrected by such person to the satisfaction of the Board\nwithin 30 days after written notice from the Company of any such act or\nomission, (iv) failure by such person to comply in any material respect with the\nterms of his\n\n\n\n\nemployment agreement, if any, or any written policies or directives of the Board\nas determined by the Board in good faith in its sole discretion, which has not\nbeen corrected by such person to the satisfaction of the Board within 30 days\nafter written notice from the Company of such failure, or (v) material breach by\nsuch person of any other agreement with the Company, as determined by the Board\nin good faith in its sole discretion.\n\n    (f)  \"Code\" means the Internal Revenue Code of 1986, as amended, and any\nsuccessor tax laws, and related rules, regulations and interpretations.\n\n    (g)  \"Committee\" means a committee of two or more Independent Directors\nappointed by the Board to administer the Plan.\n\n    (h)  \"Director\" means a member of the Board.\n\n    (i)  \"Disability\" means an individual's inability to perform his normal\nrequired services for the Company and its Subsidiaries for a period of six\nconsecutive months by reason of the individual's mental or physical disability,\nas determined by the Administrator in good faith in its sole discretion.\n\n    (j)  \"Fair Market Value\" of the Stock on any given date under the Plan\nshall be determined as follows:\n\n         (i)   If the Stock is at the time listed or admitted to trading on any\n    national stock exchange, then the fair market value shall be the closing\n    selling price per share of the Stock on the day next preceding the date of\n    determination on the stock exchange determined by the Administrator to be\n    the primary market for the Common Stock, as such price is officially quoted\n    in the composite tape transactions on such exchange.  If there is no\n    reported sale of the Stock on such exchange on the day next preceding the\n    date of determination, then the fair market value shall be the closing\n    price on the exchange on the last preceding date for which such quotation\n    exists. \n\n         (ii)  If the Stock is not at the time listed or admitted to trading on\n    any national exchange but is traded on the NASDAQ National Market System,\n    the fair market value shall be the closing selling price per share of the\n    Stock on the day next preceding the date of determination, as such price is\n    reported by the National Association of Securities Dealers, Inc. through\n    the NASDAQ National Market System or through any successor system.  If\n    there is no reported closing selling price for the Stock on the day next\n    preceding the date of determination, then the fair market value shall be\n    the closing selling price on the last preceding date for which such\n    quotation exists. \n\n         (iii) If the Stock is at the time neither listed nor admitted to\n    trading on any stock exchange nor traded in the over-the-counter market,\n    then the fair market value shall be determined by the Administrator after\n    taking into account such factors as the Administrator shall deem\n    appropriate. \n\n\n                                          2\n\n\n\n\n    (k)  \"Incentive Stock Option\" means any Stock Option designated and\nqualified as an \"incentive stock option\" as defined in Section 422 of the Code.\n\n    (l)  \"Independent Director\" means a member of the Board who is not also an\nemployee of the Company or any Subsidiary.\n\n    (m)  \"IPO Date\" means the effective date of the Registration Statement on\nForm SB-2 for the initial public offering of the Stock.\n\n    (n)  \"Nonstatutory Stock Option\" means any Stock Option that is not an\nIncentive Stock Option.\n\n    (o)  \"Option\" or \"Stock Option\" means any option to purchase shares of\nStock granted pursuant to Section 5.\n\n    (p)  \"Restricted Stock Award\" means any Award granted pursuant to Section\n7.\n\n    (q)  \"Retirement\" means an employee's termination of employment with the\nCompany and its Subsidiaries after attainment of age 65 or attainment of age 55\nand completion of 10 years of employment.\n\n    (r)  \"Stock\" means the Common Stock, par value $.001 per share, of the\nCompany, subject to adjustments pursuant to Section 3.\n\n    (s)  \"Stock Appreciation Right\" means any Award granted pursuant to Section\n6.\n\n    (t)  \"Subsidiary\" means any corporation or other entity (other than the\nCompany) in any unbroken chain of corporations or other entities, beginning with\nthe Company if each of the corporations or entities (other than the last\ncorporation or entity in the unbroken chain) owns stock or other interests\npossessing 50% or more of the economic interest or the total combined voting\npower of all classes of stock or other interests in one of the other\ncorporations or entities in the chain.\n\n    Section 2.  ADMINISTRATION OF PLAN; AUTHORITY TO SELECT PARTICIPANTS AND\nDETERMINE AWARDS\n\n    (a)  POWERS OF ADMINISTRATOR.  The Administrator shall have the power and\nauthority to grant Awards consistent with the terms of the Plan, including the\npower and authority:\n\n         (i)   to select those employees (including officers and Directors) of\n    the Company and its Subsidiaries, non-employee Directors, and consultants\n    and other independent contractors in service to the Company and its\n    Subsidiaries to whom Awards may from time to time be granted; \n\n\n                                          3\n\n\n\n\n         (ii)  to determine the time or times of grant, and the extent, if any,\n    of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation\n    Rights, and Restricted Stock Awards, or any combination of the foregoing,\n    granted to any one or more participants;\n\n         (iii) to determine the number of shares of Stock to be covered by any\n    Award;\n\n         (iv)  to determine and modify from time to time the terms and\n    conditions, including restrictions, not inconsistent with the terms of the\n    Plan, of any Award, which terms and conditions may differ among individual\n    Awards and participants, and to approve the form of written instruments\n    evidencing the Awards;\n\n         (v)   to accelerate at any time the exercisability or vesting of all\n    or any portion of any Award;\n\n         (vi)  subject to the provisions of Section 5(a)(ii), to extend at any\n    time the period in which Stock Options may be exercised;\n\n         (vii) to determine at any time whether, to what extent, and under what\n    circumstances Stock and other amounts payable with respect to an Award\n    shall be deferred either automatically or at the election of the\n    participant and whether and to what extent the Company shall pay or credit\n    amounts constituting interest (at rates determined by the Administrator) or\n    dividends or deemed dividends on such deferrals; and\n\n         (viii) at any time to adopt, alter and repeal such rules, guidelines\n    and practices for administration of the Plan and for its own acts and\n    proceedings as it shall deem advisable; to interpret the terms and\n    provisions of the Plan and any Award (including related written\n    instruments); to make all determinations it deems advisable for the\n    administration of the Plan; to decide all disputes arising in connection\n    with the Plan; and otherwise to supervise the administration of the Plan.\n\n    All decisions and interpretations of the Administrator shall be binding on\nall persons, including the Company and Plan participants.\n\n    (b)  DELEGATION OF AUTHORITY TO GRANT AWARDS.  The Administrator, in its\ndiscretion, may delegate to the Chief Executive Officer of the Company all or\npart of the Administrator's authority and duties with respect to Awards,\nincluding the granting thereof, to individuals who are not subject to the\nreporting and other provisions of Section 16 of the Act or \"covered employees\"\nwithin the meaning of Section 162(m) of the Code.  The Administrator may revoke\nor amend the terms of a delegation at any time but such action shall not\ninvalidate any prior actions of the Administrator's delegate or delegates that\nwere consistent with the terms of the Plan.\n\n\n                                          4\n\n\n\n\n    Section 3.  STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION\n\n    (a)  STOCK ISSUABLE.  The maximum number of shares of Stock reserved and\navailable for the grant of Awards under the Plan shall be the sum of five\nhundred forty thousand (540,000) shares, plus the number of shares of Stock\nremaining under the Company's Stock Option Plan, as adopted effective September\n9, 1988, and amended and restated February 6, 1992 (the \"Prior Plan\"), that are\nnot the subject of any stock options outstanding on the IPO Date or exercised\nprior to the IPO Date, plus the number of shares of Stock that are returned to\nthe Prior Plan as a result of the expiration, forfeiture, cancellation,\nreacquisition by the Company, satisfaction without the issuance of Stock or\nother termination (other than by exercise) after the IPO Date of any stock\noptions outstanding on the IPO Date.  For purposes of this limitation, the\nshares of Stock underlying any Awards which expire or which are forfeited,\ncanceled, reacquired by the Company, satisfied without the issuance of Stock or\notherwise terminated (other than by exercise) shall be added back to the shares\nof Stock available for issuance under the Plan.  Subject to such overall\nlimitation, shares of Stock may be issued up to such maximum number pursuant to\nany type or types of Award; provided, however, that Stock Options or Stock\nAppreciation Rights with respect to no more than two hundred seventy thousand\n(270,000) shares of Stock may be granted to any one individual participant\nduring any one calendar year period.  The shares available for issuance under\nthe Plan may be authorized but unissued shares of Stock or shares of Stock\nreacquired by the Company.  Upon the exercise of a Stock Appreciation Right\nsettled in shares of Stock, the right to purchase an equal number of shares of\nStock covered by a related Stock Option, if any, shall be deemed to have been\nsurrendered and will no longer be exercisable, and said number of shares of\nStock shall no longer be available under the Plan.\n\n    (b)  RECAPITALIZATIONS.  If, through or as a result of any merger,\nconsolidation, sale of all or substantially all of the assets of the Company,\nreorganization, recapitalization, reclassification, stock dividend, stock split,\nreverse stock split or other similar transaction, the outstanding shares of\nStock are increased or decreased or are exchanged for a different number or kind\nof shares or other securities of the Company, or additional shares or new or\ndifferent shares or other securities of the Company or other non-cash assets are\ndistributed with respect to such shares of Stock or other securities, the\nAdministrator shall make an appropriate or proportionate adjustment in (i) the\nmaximum number of shares reserved for issuance under the Plan, (ii) the number\nof Stock Options or Stock Appreciation Rights that can be granted to any one\nindividual participant, (iii) the number and kind of shares or other securities\nsubject to any then outstanding Awards under the Plan, and (iv) the price for\neach share subject to any then outstanding Stock Options and Stock Appreciation\nRights under the Plan, without changing the aggregate exercise price (i.e., the\nexercise price multiplied by the number of Stock Options and Stock Appreciation\nRights) as to which such Stock Options and Stock Appreciation Rights remain\nexercisable.  The adjustment by the Administrator shall be final, binding and\nconclusive.  No fractional shares of Stock shall be issued under the Plan\nresulting from any such adjustment, but the Administrator in its discretion may\nmake a cash payment in lieu of fractional shares.\n\n    (c)  MERGERS, ETC.  In the event of (i) a dissolution or liquidation of the\nCompany; (ii) a merger or consolidation in which the Company is the not the\nsurviving corporation (other than a\n\n\n                                          5\n\n\n\n\nmerger or consolidation with a wholly-owned subsidiary, a reincorporation of the\nCompany in 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 Stock Options and Stock Appreciation Rights 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), the Board, or\nthe board of directors of any corporation assuming the obligations of the\nCompany, may, in its discretion, take any one or more of the following actions,\nas to outstanding Stock Options and Stock Appreciation Rights: (I) provide that\nsuch Stock Options shall be assumed or equivalent options shall be substituted,\nby the acquiring or succeeding corporation (or an affiliate thereof), (II) upon\nwritten notice to the optionees, provide that all unexercised Stock Options and\nStock Appreciation Rights will terminate immediately prior to the consummation\nof such transaction unless exercised by the optionee within a specified period\nfollowing the date of such notice, and\/or (III) in the event of a business\ncombination under the terms of which holders of the Stock of the Company will\nreceive upon consummation thereof a cash payment for each share surrendered in\nthe business combination, make or provide for a cash payment to the optionees,\nequal to the difference between (A) the value (as determined by the\nAdministrator) of the consideration payable per share of Stock pursuant to the\nbusiness combination (the \"Merger Price\") multiplied by the number of shares of\nStock subject to such outstanding Stock Options and Stock Appreciation Rights\n(to the extent then exercisable at prices not in excess of the Merger Price) and\n(B) the aggregate exercise price of all such outstanding Stock Options and Stock\nAppreciation Rights, in exchange for the termination of such Stock Options and\nStock Appreciation Rights.\n\n    (d)  SUBSTITUTE AWARDS.  The Administrator may grant Awards under the Plan\nin substitution for stock and stock based awards held by employees of another\ncorporation who become employees of the Company or a Subsidiary as the result of\na merger or consolidation of the employing corporation with the Company or a\nSubsidiary or the acquisition by the Company or a Subsidiary of property or\nstock of the employing corporation.  The Administrator may direct that the\nsubstitute awards be granted on such terms and conditions as the Administrator\nconsiders appropriate in the circumstances.\n\n    Section 4.  ELIGIBILITY\n\n    Participants in the Plan shall be such full-time or part-time employees\n(including officers and Directors) of the Company and its Subsidiaries,\nnon-employee Directors, and consultants and other independent contractors in\nservice to the Company and its Subsidiaries as the Administrator in its sole\ndiscretion shall select from time to time.\n\n\n                                          6\n\n\n\n\n    Section 5.  STOCK OPTIONS\n\n    Any Stock Option granted under the Plan shall be in such form as the\nAdministrator may from time to time approve.  Stock Options granted under the\nPlan may be either Incentive Stock Options or Nonstatutory Stock Options. \nIncentive Stock Options may be granted only to employees of the Company or any\nSubsidiary that is a \"subsidiary corporation\" within the meaning of Section\n424(f) of the Code.  To the extent that any Option does not qualify as an\nIncentive Stock Option, it shall be a Nonstatutory Stock Option.\n\n    No Incentive Stock Option shall be granted under the Plan after November\n30, 2006.\n\n    (a)  TERMS AND CONDITIONS OF STOCK OPTIONS.  The Administrator in its\ndiscretion may grant Stock Options subject to the following terms and conditions\nand such additional terms and conditions, not inconsistent with the terms of the\nPlan, as the Administrator shall deem desirable:\n\n         (i)   EXERCISE PRICE.  The exercise price per share for the Stock\n    covered by a Stock Option granted pursuant to this Section 5(a) shall be\n    determined by the Administrator at the time of grant, but shall not be less\n    than 100% of the Fair Market Value of a share of Stock on the date of grant\n    in the case of Incentive Stock Options, or less than 85% of the Fair Market\n    Value of a share of Stock on the date of grant in the case of Nonstatutory\n    Stock Options.  If an employee owns or is deemed to own (by reason of the\n    attribution rules of Section 424(d) of the Code) more than 10% of the\n    combined voting power of all classes of stock of the Company or of any\n    \"parent or subsidiary corporation\" of the Company (within the meaning of\n    Section 424(f) of the Code) and an Incentive Stock Option is granted to\n    such employee, the exercise price per share for the Stock covered by such\n    Incentive Stock Option shall be not less than 110% of the Fair Market Value\n    of a share of Stock on the grant date. \n\n         (ii)  OPTION TERM.  The term of each Stock Option shall be fixed by\n    the Administrator, but no Incentive Stock Option shall be exercisable more\n    than ten years after the date the Option is granted.  If an employee owns\n    or is deemed to own (by reason of the attribution rules of Section 424(d)\n    of the Code) more than 10% of the combined voting power of all classes of\n    stock of the Company or of any \"parent or subsidiary corporation\" of the\n    Company (within the meaning of Section 424(f) of the Code) and an Incentive\n    Stock Option is granted to such employee, the term of such Option shall\n    expire no more than five years after the date of grant.\n\n         (iii) EXERCISABILITY; RIGHTS OF A STOCKHOLDER.  Stock Options shall\n    become exercisable at such time or times, whether or not in installments,\n    as shall be determined by the Administrator at the time of grant.  The\n    Administrator may at any time accelerate the exercisability of all or any\n    portion of any Stock Option.  An optionee shall have the rights of a\n    stockholder only as to shares acquired upon the exercise of a Stock Option\n    and not as to unexercised Stock Options.\n\n\n\n                                          7\n\n\n\n\n         (iv)  METHOD OF EXERCISE.  Stock Options may be exercised in whole or\n    in part, by giving written notice of exercise to the Company specifying the\n    number of shares to be purchased.  Payment of the purchase price shall be\n    made in full concurrently with such exercise by any one of the following\n    methods: (A) in cash; (B) if and to the extent the instrument evidencing\n    the Option so provides and if the Company is not then prohibited from\n    purchasing or acquiring shares of Stock, with shares of Stock that have\n    been held by the optionee for the requisite period necessary to avoid a\n    charge to the Company's earnings for financial reporting purposes,\n    delivered in lieu of cash and valued at their Fair Market Value on the date\n    of exercise; (C) through a \"same day sale\" commitment from the optionee and\n    a broker-dealer that is a member of the National Association of Securities\n    Dealers, Inc.  (the \"NASD Dealer\") whereby the optionee irrevocably elects\n    to exercise the Option and to sell a portion of the shares so purchased to\n    pay for the exercise price, and whereby the NASD Dealer irrevocably commits\n    upon receipt of such shares to forward the exercise price directly to the\n    Company; (D) through a \"margin\" commitment from the optionee and a NASD\n    Dealer whereby the optionee irrevocably elects to exercise the Option and\n    to pledge the shares so purchased to the NASD Dealer in a margin account as\n    security for a loan from the NASD Dealer in the amount of the exercise\n    price , and whereby the NASD Dealer irrevocably commits upon receipt of\n    such shares to forward the exercise price directly to the Company; or (E)\n    any combination of the foregoing.  The delivery of certificates\n    representing the shares of Stock to be purchased pursuant to the exercise\n    of a Stock Option will be contingent upon receipt from the optionee (or a\n    purchaser acting in his stead in accordance with the provisions of the\n    Stock Option) by the Company of the full purchase price for such shares and\n    the fulfillment of any other requirements contained in the Stock Option or\n    applicable provisions of laws.\n\n         (v)   TERMINATION BY REASON OF DEATH.  Any Stock Option held by an\n    optionee whose employment by (or other business relationship with) the\n    Company and its Subsidiaries is terminated by reason of the optionee's\n    death may thereafter be exercised, to the extent it was exercisable by the\n    optionee on the date of the optionee's death, by the legal representative\n    of the optionee's estate or by any other person who acquires the right to\n    exercise the option by reason of such death under the optionee's will or\n    the laws of intestate succession, for a period of 12 months (or such other\n    period as the Administrator shall specify in the Stock Option) from the\n    date of death, but not later than the expiration of the stated term of the\n    Option, if earlier.\n\n         (vi)  TERMINATION BY REASON OF DISABILITY.  Any Stock Option held by\n    an optionee whose employment by (or other business relationship with) the\n    Company and its Subsidiaries is terminated by reason of Disability may\n    thereafter be exercised, to the extent it was exercisable on the date of\n    such termination, for a period of 12 months (or such other period as the\n    Administrator shall specify in the Stock Option) from the date of such\n    termination of employment (or business relationship), but not later than\n    the expiration of the stated term of the Option, if earlier.  The\n    Administrator shall have sole authority and discretion to determine whether\n    a participant's employment (or business relationship) has been terminated\n    by reason of Disability.  The Administrator may specify\n\n\n                                          8\n\n\n\n\n    in any Stock Option that the death of an optionee during the period\n    provided in this Section 5(a)(vi) for the exercise of the Option shall\n    extend such period for a period ending not later than 12 months following\n    the date of the optionee's death, subject to termination on the expiration\n    of the stated term of the Option, if earlier.\n\n         (vii) TERMINATION BY REASON OF RETIREMENT.  Any Stock Option held by\n    an optionee whose employment by the Company and its Subsidiaries is\n    terminated by reason of Retirement may thereafter be exercised, to the\n    extent it was exercisable on the date of such termination, for a period of\n    12 months (or such other period as the Administrator shall specify) from\n    the date of such termination of employment, but not later than the\n    expiration of the stated term of the Option, if earlier.  The Administrator\n    may specify in any Stock Option that the death of an optionee during the\n    period provided in this Section 5(a)(vii) for the exercise of the Option\n    shall extend such period for a period ending not later than 12 months\n    following the date of the optionee's death, subject to termination on the\n    expiration of the stated term of the Option, if earlier.\n\n         (viii) TERMINATION FOR CAUSE.  If any optionee's employment by (or\n    business relationship with) the Company and its Subsidiaries is terminated\n    for Cause, any Stock Option held by such optionee, including any Stock\n    Option that is exercisable at the time of such termination, shall\n    immediately terminate and be of no further force and effect; provided,\n    however, that the Administrator may, in its sole discretion, provide in any\n    Stock Option that such Stock Option can be exercised, to the extent it was\n    exercisable on the date of such termination, for a period of up to 30 days\n    from the date of termination of employment (or business relationship), but\n    not later than the expiration of the stated term of the Option, if earlier.\n\n         (ix)  OTHER TERMINATION.  Unless otherwise determined by the\n    Administrator, if an optionee's employment by (or business relationship\n    with) the Company and its Subsidiaries terminates for any reason other than\n    death, Disability, Retirement, or for Cause, any Stock Option held by such\n    optionee may thereafter be exercised, to the extent it was exercisable on\n    the date of such termination, for three months (or such other period not to\n    exceed 60 months as the Administrator shall specify) from the date of\n    termination of employment (or business relationship), but not later than\n    the expiration of the stated term of the Option, if earlier.\n\n         (x)   ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent required\n    for \"incentive stock option\" treatment under Section 422 of the Code, the\n    aggregate Fair Market Value (determined as of the time of grant) of the\n    shares of Stock with respect to which Incentive Stock Options granted under\n    this Plan and any other plan of the Company or its parent and subsidiary\n    corporations become exercisable for the first time by an optionee during\n    any calendar year shall not exceed $100,000. To the extent that any Stock\n    Option exceeds this limit, it shall constitute a Nonstatutory Stock Option.\n\n    (b)  NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be transferable\nby the optionee otherwise than by will or by the laws of descent and\ndistribution and all Stock Options\n\n\n                                          9\n\n\n\n\nshall be exercisable, during the optionee's lifetime, only by the optionee.\nNotwithstanding the foregoing, the Administrator may provide in an option\nagreement evidencing a Nonstatutory Stock Option that the optionee may transfer,\nwithout consideration for the transfer, such Nonstatutory Stock Option to\nmembers of his immediate family, to trusts for the benefit of such family\nmembers, to partnerships in which such family members are the only partners, or\nto charitable 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 the\napplicable option agreement.\n\n    (c)  FORM OF SETTLEMENT. Shares of Stock issued upon exercise of a Stock\nOption shall be free of all restrictions under the Plan, except as otherwise\nprovided in the Plan.\n\n    Section 6.  STOCK APPRECIATION RIGHTS.\n\n    (a)  NATURE OF STOCK APPRECIATION RIGHTS.  A Stock Appreciation Right is an\naward entitling the recipient to receive an amount in cash or shares of Stock or\na combination thereof having a value equal to the excess of the Fair Market\nValue of a share of Stock on the date of exercise over the per share exercise\nprice of the Stock Appreciation Right set by the Administrator at the time of\ngrant, which exercise price shall be not less than the Fair Market Value of a\nshare of Stock on the date of grant (or not less than the Option exercise price\nper share, if the Stock Appreciation Right was granted in tandem with a Stock\nOption) multiplied by the number of shares of Stock with respect to which the\nStock Appreciation Right shall have been exercised, with the Administrator\nhaving the right to determine the form of payment.\n\n    (b)  GRANT AND EXERCISE OF STOCK APPRECIATION RIGHTS.  Stock Appreciation\nRights may be granted by the Administrator in tandem with, or independently of,\nany Stock Option granted pursuant to Section 5 of the Plan. In the case of a\nStock Appreciation Right granted in tandem with a Nonstatutory Stock Option,\nsuch Stock Appreciation Right may be granted either at or after the time of the\ngrant of such Option. In the case of a Stock Appreciation Right granted in\ntandem with an Incentive Stock Option, such Stock Appreciation Right may be\ngranted only at the time of the grant of the Option.\n\n    (c)  TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.  Stock Appreciation\nRights shall be subject to such terms and conditions as shall be determined from\ntime to time by the Administrator, subject to the following:\n\n         (i)   Stock Appreciation Rights granted in tandem with Options shall\n    be exercisable at such time or times and to the extent that the related\n    Stock Options shall be exercisable.  A Stock Appreciation Right or\n    applicable portion thereof granted in tandem with a Stock Option shall\n    terminate and no longer be exercisable upon the termination or exercise of\n    the related Option.\n\n         (ii)  Upon exercise of a Stock Appreciation Right, the applicable\n    portion of any related Option shall be surrendered.\n\n\n                                          10\n\n\n\n\n         (iii) Stock Appreciation Rights granted in tandem with an Option shall\n    be transferable only when and to the extent that the underlying Option\n    would be transferable.  Stock Appreciation Rights not granted in tandem\n    with an Option shall not be transferable otherwise than by will or the laws\n    of descent or distribution. All Stock Appreciation Rights shall be\n    exercisable during the participant's lifetime only by the participant or\n    the participant's legal representative.\n\n    Section 7.  RESTRICTED STOCK AWARDS\n\n    (a)  NATURE OF RESTRICTED STOCK AWARDS.  A Restricted Stock Award is an\nAward entitling the recipient to acquire shares of Stock subject to such\nrestrictions and conditions as the Administrator may determine at the time of\ngrant (\"Restricted Stock\"), at a purchase price and for such consideration as\nthe Administrator may determine, which price shall not be less than 85% of the\nFair Market Value of the Stock on the date of issuance.  Such Restricted Stock\nissuances may, at the discretion of the Administrator, be based on continuing\nemployment (or other business relationship) with the Company and its\nSubsidiaries and\/or achievement of pre-established performance goals and\nobjectives.  Restricted Stock Awards shall be limited to a total of two hundred\ntwenty-five thousand (225,000) shares of Stock.\n\n    (b)  RIGHTS AS A STOCKHOLDER.  Upon execution of a written instrument\nsetting forth the Restricted Stock Award and paying any applicable purchase\nprice, a participant shall have the rights of a stockholder with respect to the\nvoting of the Restricted Stock, subject to such conditions contained in the\nwritten instrument evidencing the Restricted Stock Award.  Unless the\nAdministrator shall otherwise determine, certificates evidencing the Restricted\nStock shall remain in the possession of the Company or of a third party escrow\nholder until such Restricted Stock is vested as provided in Section 7(d) below.\n\n    (c)  RESTRICTIONS.  Restricted Stock may not be sold, assigned,\ntransferred, pledged or otherwise encumbered or disposed of except as\nspecifically provided herein or in the written instrument evidencing the\nRestricted Stock Award.  If a participant's employment (or other business\nrelationship) with the Company and its Subsidiaries terminates for any reason,\nthe Company shall have the right to repurchase from the participant or the\nparticipant's legal representative at their purchase price the Restricted Stock\nwith respect to which conditions have not lapsed.\n\n    (d)  VESTING OF RESTRICTED STOCK.  The Administrator at the time of grant\nshall specify the date or dates and\/or the attainment of pre-established\nperformance goals, objectives and other conditions on which the\nnon-transferability of the Restricted Stock and the Company's right of\nrepurchase shall lapse.  Subsequent to such date or dates and\/or the attainment\nof such pre-established performance goals, objectives and other conditions, the\nshares on which all restrictions have lapsed shall no longer be Restricted Stock\nand shall be \"vested.\"  Except as may otherwise be provided by the\nAdministrator, a participant's rights in any shares of Restricted Stock that\nhave not vested shall terminate automatically upon the participant's termination\nof employment (or other business relationship) with the Company and its\nSubsidiaries and such shares shall be subject to the Company's right of\nrepurchase as provided in Section 7(c) above.\n\n\n                                          11\n\n\n\n\n    (e)  WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS.  The written\ninstrument evidencing the Restricted Stock Award may require or permit the\nimmediate payment, waiver, deferral or investment of dividends paid on the\nRestricted Stock.\n\n    Section 8.  TAX WITHHOLDING\n\n    (a)  PAYMENT BY PARTICIPANT. Each participant shall, no later than the date\nas of which the value of an Award or of any Stock or other amounts received\nthereunder first becomes includable in the gross income of the participant for\nFederal income tax purposes, pay to the Company, or make arrangements\nsatisfactory to the Administrator regarding payment of, any Federal, state, or\nlocal taxes of any kind required by law to be withheld with respect to such\nincome. The Company and its Subsidiaries shall, to the extent permitted by law,\nhave the right to deduct any such taxes from any payment of any kind otherwise\ndue to the participant.\n\n    (b)  PAYMENT IN STOCK. Subject to approval by the Administrator, a\nparticipant may elect to have such tax withholding obligation satisfied, in\nwhole or in part, by (i) authorizing the Company to withhold from shares of\nStock to be issued pursuant to any Award a number of shares with an aggregate\nFair Market Value (as of the date the withholding is effected) that would\nsatisfy the withholding amount due, or (ii) transferring to the Company shares\nof Stock owned by the participant with an aggregate Fair Market Value (as of the\ndate the withholding is effected) that would satisfy the withholding amount due.\n\n    Section 9.  TRANSFER, LEAVE OF ABSENCE, ETC.\n\n    For purposes of the Plan, the following events shall not be deemed a\ntermination of employment:\n\n    (a)  a transfer to the employment of the Company from a Subsidiary or from\nthe Company to a Subsidiary, or from one Subsidiary to another; or \n\n    (b)  an approved leave of absence for military service or sickness, or for\nany other purpose approved by the Company, if the employee's right to\nre-employment is guaranteed either by a statute or by contract or under the\npolicy pursuant to which the leave of absence was granted or if the\nAdministrator otherwise so provides in writing.\n\n    Section 10.  AMENDMENTS AND TERMINATION\n\n    The Board may, at any time, amend or discontinue the Plan and the\nAdministrator may, at any time, amend or cancel any outstanding Award (or\nprovide substitute Awards at the same or reduced exercise or purchase price or\nwith no exercise or purchase price in a manner not inconsistent with the terms\nof the Plan, but such price, if any, must satisfy the requirements which would\napply to the substitute or amended Award if it were then initially granted under\nthis Plan) for the purpose of satisfying changes in law or for any other lawful\npurpose, but no such action shall adversely affect rights under any outstanding\nAward without the holder's consent. If\n\n\n                                          12\n\n\n\n\nand to the extent determined by the Administrator to be required to ensure that\nIncentive Stock Options granted under the Plan are qualified under Section 422\nof the Code, Plan amendments shall be subject to approval by the Company's\nstockholders entitled to vote at a meeting of stockholders.\n\n    Section 11.  STATUS OF PLAN\n\n    With respect to the portion of any Award which has not been exercised and\nany payments in cash, Stock or other consideration not received by a\nparticipant, a participant shall have no rights greater than those of a general\ncreditor of the Company unless the Administrator shall otherwise expressly\ndetermine in connection with any Award or Awards. In its sole discretion, the\nAdministrator may authorize the creation of trusts or other arrangements to meet\nthe Company's obligations to deliver Stock or make payments with respect to\nAwards hereunder, provided that the existence of such trusts or other\narrangements is consistent with the foregoing sentence.\n\n    Section 12.  GENERAL PROVISIONS\n\n    (a)  NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Administrator\nmay require each person acquiring Stock pursuant to an Award to represent to and\nagree with the Company in writing that such person is acquiring the shares\nwithout a view to distribution thereof.  No shares of Stock shall be issued\npursuant to an Award until all applicable securities law and other legal and\nstock exchange or similar requirements have been satisfied. The Administrator\nmay require the placing of such stop-orders and restrictive legends on\ncertificates for Stock and Awards as it considers appropriate.\n\n    (b)  DELIVERY OF STOCK CERTIFICATES. Delivery of stock certificates to\nparticipants under this Plan shall be deemed effected for all purposes when the\nCompany or a stock transfer agent of the Company shall have mailed such\ncertificates in the United States mail, addressed to the participant, at the\nparticipant's last known address on file with the Company.\n\n    (c)  OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing\ncontained in this Plan shall prevent the Board from adopting other or additional\ncompensation arrangements, including trusts, and such arrangements may be either\ngenerally applicable or applicable only in specific cases. The adoption of this\nPlan and the grant of Awards do not confer upon any employee any right to\ncontinued employment with the Company or any Subsidiary.\n\n    Section 13.  EFFECTIVE DATE OF PLAN\n\n    This Plan shall become effective when adopted by the Company's Board of\nDirectors, but no Award shall be granted under the Plan prior to the IPO Date,\nand no Award granted under the Plan shall become exercisable and no shares shall\nbe issuable under the Plan unless the Plan shall have been approved by the\nCompany's stockholders.  If such stockholder approval is not obtained within\ntwelve (12) months of the Board's approval, then all Awards previously granted\nunder the Plan shall terminate, and no further Awards shall be granted or\nissued.  Subject to such\n\n\n                                          13\n\n\n\n\napproval by the stockholders, Stock Options and other Awards may be granted\nhereunder on and after the IPO Date.\n\n    Section 14.  GOVERNING LAW\n\n    This Plan shall be governed by California law except to the extent such law\nis preempted by federal law.\n\n\n\n\n\n\n                                          14\n\n\n\n                               MACROVISION CORPORATION\n                           INCENTIVE 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 purchase an\naggregate of _________________ (_____) shares of the Common Stock of the Company\n(the \"Optioned Shares\") at the price of _____________ Dollars  ($_______) per\nshare (the \"Option Price\") as a Incentive Stock Option under the Macrovision\nCorporation 1996 Equity Incentive Plan (the \"Plan\").  All capitalized terms not\ndefined herein shall have those meanings ascribed to them in 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 8 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 during a period of ten (10) years from the date of\ngrant as follows:\n\n                DATE                    NO. OF SHARES\n                ----                    -------------\n\n         (a)  \n              ----------------         --------------------\n         (b)\n              ----------------         --------------------\n         (c)\n              ----------------         --------------------\n         (d)\n              ----------------         --------------------\n\n         The dates appearing in the above schedule refer to the earliest dates\non which this option may be exercised with respect to the number of Optioned\nShares set forth therein, and this option may be exercised with respect to all\nor any part of such shares at any time on or after such dates but prior to the\nexpiration of ten (10) years from the date of grant.  The Optionee must be and\nremain an employee of the Company, or of any parent corporation or subsidiary\ncorporation of the Company (as such terms are defined in Sections 424 (e) and\n(f) of the Code), during the entire period commencing with the date of grant of\nthis option and ending with each of the dates\n\n\n                                          1\n\n\n\n\nappearing in the above schedule in order to exercise this option with respect to\nthe number of shares set forth next to such date.\n\n    2.   TERMINATION BY REASON OF DEATH.  If the Optionee's employment by the\nCompany and\/or its Subsidiaries is terminated by reason of the Optionee's death,\nthis option may thereafter be exercised, but only to the extent it was\nexercisable on the date of the Optionee's death, by the Optionee's  estate for a\nperiod of twelve (12) months from the date of death, or until the expiration of\nthe stated term of the option, if earlier.  The Optionee's estate shall mean the\nduly authorized executor of the Optionee's last Will or the duly authorized\nadministrator or special administrator of the Optionee's probate estate or any\nother duly authorized legal representative of the Optionee's estate or any\nperson who acquires the right to exercise this option by reason of the\nOptionee's death under the Optionee's Will or the laws of intestate succession.\n\n    3.   TERMINATION BY REASON OF DISABILITY.  If the Optionee's employment by\nthe Company and\/or its Subsidiaries is terminated by reason of the Optionee's\nDisability, this option may thereafter be exercised, to the extent it was\nexercisable on the date of such termination, for a period of twelve (12) months\nfrom the date of such termination, or until the expiration of the stated term of\nthe option, if earlier.  The Administrator shall have sole authority and\ndiscretion to determine whether the Optionee's employment has been terminated by\nreason of Disability.\n\n    4.   TERMINATION BY REASON OF RETIREMENT.   If the Optionee's employment by\nthe Company and\/or its Subsidiaries is terminated by reason of Retirement, this\noption  may thereafter be exercised, to the extent it was exercisable on the\ndate of such termination, for a period of three (3) months from the date of such\ntermination of employment, or until the expiration of the stated term of the\noption, if earlier.  If the Optionee dies within the three (3)-month period\ndescribed in the preceding sentence, the Optionee shall be treated as though he\nor she died on the date his or her employment terminated by reason of\nRetirement, and the provisions of Section 2 shall apply to this option (with\ndate of termination substituted for date of death) to the extent that it has not\nbeen exercised prior to the Optionee's death.\n\n    5.   TERMINATION FOR CAUSE.  If the Optionee's employment by the Company\nand\/or its Subsidiaries is terminated for Cause, this option shall immediately\nterminate and be of no further force and effect.\n\n    6.   OTHER TERMINATION.  Unless otherwise determined by the Administrator,\nif the Optionee's  employment by the Company and\/or  its Subsidiaries terminates\nfor any reason other than death, Disability, Retirement, or for Cause, this\noption may thereafter be exercised, to the extent it was exercisable on the date\nof termination of employment, for three (3) months from the date of termination\nof employment or until the expiration of the stated term of the option, if\nearlier.\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.  Any purported\ntransfer or assignment of this option\n\n\n                                          2\n\n\n\n\nshall be void and of no effect, and shall give the Company the right to\nterminate this option as of the date of such purported transfer or assignment.\n\n    8.   METHOD OF EXERCISE.  This option may be exercised with respect to all\nor any part of the Optioned Shares that are exercisable at time of exercise, by\ndelivering to the Company a Notice of Exercise of Macrovision Corporation\nIncentive Stock Option substantially in the form attached hereto as EXHIBIT A,\nspecifying the number of Optioned Shares as to which this option is so\nexercised, and making full payment to the Company in cash or by check of the\nOption Price for the Optioned Shares with respect to which this option is\nexercised. \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              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 Company to cover the\naggregate exercise price payable for the purchased Optioned Shares plus all\napplicable federal and state income and employment taxes required to be withheld\nby the Company by reason of such purchase.  The Optionee is required to provide\nwritten directives to the Company to deliver concurrently certificates for the\npurchased 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\n\n\n                                          3\n\n\n\n\nsecurities exchange, and requirements under any other laws or regulations\napplicable to the issuance or transfer of such shares.\n\n    9.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  In the event of any\nchange in the outstanding Common Stock of the Company by reason of stock\ndividends, recapitalization, mergers, consolidations, split-up, combinations or\nexchanges of shares and the like, the aggregate number or class of shares\nsubject to this option immediately prior to such event shall be appropriately\nadjusted by the Board of Directors in accordance with the terms of the Plan.\n\n    10.  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    11.  TAX STATUS.  The Optionee's treatment of shares purchased pursuant to\nthe exercise of this Incentive 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 the options granted hereunder.\n\n    12.  NO RIGHT TO CONTINUED EMPLOYMENT.  Nothing contained in this Agreement\nshall confer upon the Optionee any right to continued employment by the Company\nor its Subsidiaries or in any way limit the right of the Company or its\nSubsidiaries to terminate the Optionee's employment at any time.\n\n    13.  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 of\n: (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    14.  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 writing served upon the\nother as aforesaid, designate a different mailing address or a different person\nto which such notices or other communications are thereafter to be addressed or\ndelivered. \n\n\n                                          4\n\n\n\n\n                                       MACROVISION CORPORATION\n                                       1341 Orleans Drive \n                                       Sunnyvale, California  94089\n\n\n                                       By:\n                                           -------------------------------------\n                                       Title:\n                                              ----------------------------------\n\n\n                                       OPTIONEE:\n\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\n\n\n\n                                          5\n\n\n                                      EXHIBIT A\n\n                                                      FORM OF NOTICE OF EXERCISE\n                                                      OF MACROVISION CORPORATION\n                                                          INCENTIVE STOCK OPTION\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 option granted to me on\n____________________________, 19___, pursuant to the Incentive Stock Option\nAgreement, dated as of said grant date.  This exercise of said option and the\npurchase and delivery of said shares shall be subject to all terms and\nconditions of such Incentive 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($____________).  Please register said shares in my name.\n\nDated:___________________________\n\n\n                                                 ------------------------------\n                                                 (signature)\n\n\n                                                 ------------------------------\n\n                                                 ------------------------------\n\n                                                 ------------------------------\n                                                 (Print name and address)\n\n\n\n                                          6\n\n\n\n                               MACROVISION CORPORATION\n                         NONSTATUTORY STOCK OPTION AGREEMENT\n\n                           ________________________, 19___\n                                   (Date of Grant)\n\n\n    Macrovision Corporation, a Delaware corporation (the \"Company\"), does\nhereby grant to______________________, (the \"Optionee\") an option to purchase an\naggregate of _________________ (_____) shares of the Common Stock of the Company\n(the \"Optioned Shares\") at the price of _____________ Dollars ($_______) per\nshare (the \"Option Price\") as a Nonstatutory Stock Option under the Macrovision\nCorporation 1996 Equity Incentive Plan (the \"Plan\").  All capitalized terms not\ndefined herein shall have those meanings ascribed to them in 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 8 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 during a period of ten (10) years from the date of\ngrant as follows:\n\n            DATE                     NO. OF SHARES\n            ----                     -------------\n\n    (a)\n          ----------------         --------------------\n    (b)\n          ----------------         --------------------\n    (c)\n          ----------------         --------------------\n    (d)\n          ----------------         --------------------\n\n\n         The dates appearing in the above schedule refer to the earliest dates\non which this option may be exercised with respect to the number of Optioned\nShares set forth therein, and this option may be exercised with respect to all\nor any part of such shares at any time on or after such dates but prior to the\nexpiration of ten (10) years from the date of grant.\n\n    2.   TERMINATION BY REASON OF DEATH.  If the Optionee's\n[employment\/business relationship] with the Company and\/or its Subsidiaries is\nterminated by reason of the Optionee's death, this option may thereafter be\nexercised, but only to the extent it was exercisable on the\n\n\n                                          1\n\n\n\n\ndate of the Optionee's death, by the Optionee's estate for a period of twelve\n(12) months from the date of death, or until the expiration of the stated term\nof the option, if earlier.  The Optionee's estate shall mean the duly authorized\nexecutor of the Optionee's last Will or the duly authorized administrator or\nspecial administrator of the Optionee's probate estate or any other duly\nauthorized legal representative of the Optionee's estate or any person who\nacquires the right to exercise this option by reason of the Optionee's death\nunder the Optionee's Will or the laws of intestate succession.\n\n    3.   TERMINATION BY REASON OF DISABILITY.  If the Optionee's\n[employment\/business relationship] with the Company and\/or its Subsidiaries is\nterminated by reason of Disability this option may thereafter be exercised, to\nthe extent it was exercisable on the date of such termination, for a period of\ntwelve (12) months from the date of such termination, or until the expiration of\nthe stated term of the option, if earlier.  The Administrator shall have sole\nauthority and discretion to determine whether the Optionee's\n[employment\/business relationship] has been terminated by reason of Disability.\n\n    4.   TERMINATION BY REASON OF RETIREMENT.  If the Optionee's\n[employment\/business relationship] with the Company and\/or its Subsidiaries is\nterminated by reason of Retirement, this option may thereafter be exercised, to\nthe extent it was exercisable on the date of such termination, for a period of\nthree (3) months from the date of such termination of [employment\/business\nrelationship], or until the expiration of the stated term of the option, if\nearlier.  If the Optionee dies within the three (3)-month period described in\nthe preceding sentence, the Optionee shall be treated as though he or she died\non the date his or her employment terminated by reason of Retirement, and the\nprovisions of Section 2 shall apply to this option (with date of termination\nsubstituted for date of death) to the extent that it has not been exercised\nprior to the Optionee's death.\n\n    5.   TERMINATION FOR CAUSE.  If the Optionee's [employment\/business\nrelationship] with the Company and\/or its Subsidiaries is terminated for Cause,\nthis option shall immediately terminate and be of no further force and effect.\n\n    6.   OTHER TERMINATION.  Unless otherwise determined by the Administrator,\nif the Optionee's [employment\/business relationship] with the Company and\/or its\nSubsidiaries terminates for any reason other than death, Disability, Retirement,\nor for Cause, this option may thereafter be exercised, to the extent it was\nexercisable on the date of such termination, for three (3) months from the date\nof such termination or until the expiration of the stated term of the option, if\nearlier.\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\n\n\n                                          2\n\n\n\n\nand conditions of the Plan and this option agreement.]  Any purported transfer\nor assignment of this option not in compliance with the foregoing shall be void\nand of no effect, and shall give the Company the right to terminate this option\nas of the date of such purported transfer or assignment.\n\n    8.   METHOD OF EXERCISE.  This option may be exercised with respect to all\nor any part of the Optioned Shares that are exercisable at time of exercise, by\ndelivering to the Company a Notice of Exercise of Macrovision Corporation\nNonstatutory Stock Option substantially in the form attached hereto as EXHIBIT\nA, specifying the number of Optioned Shares as to which this option is so\nexercised, and making full payment to the Company in cash or by check of the\nOption Price for the Optioned Shares with respect to which this option is\nexercised. \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 Company to cover the\naggregate exercise price payable for the purchased Optioned Shares plus all\napplicable federal and state income and employment taxes required to be withheld\nby the Company by reason of such purchase.  The Optionee is required to provide\nwritten directives to the Company to deliver concurrently certificates for the\npurchased 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,\n\n\n                                          3\n\n\n\n\nthat the time of such delivery may be postponed by the Company for such period\nas may be required for it with reasonable diligence to comply with applicable\nregistration requirements under the Securities Act of 1933, as amended, any\napplicable listing requirements of any national securities exchange, and\nrequirements under any other laws or regulations applicable to the issuance or\ntransfer of such shares.\n\n    9.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  In the event of any\nchange in the outstanding Common Stock of the Company by reason of stock\ndividends, recapitalization, mergers, consolidations, split-up, combinations or\nexchanges of shares and the like, the aggregate number or class of shares\nsubject to this option immediately prior to such event shall be appropriately\nadjusted by the Board of Directors in accordance with the terms of the Plan.\n\n    10.  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    11.  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    12.  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    13.  NO RIGHT TO CONTINUED RELATIONSHIP.  Nothing contained in this\nAgreement shall confer upon the Optionee any right to a continued\n[employment\/business relationship] with  the Company and its Subsidiaries or in\nany way limit the right of the Company or its Subsidiaries to terminate such\nrelationship at any time.\n\n    14.  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 of\n: (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    15.  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\n\n\n                                          4\n\n\n\n\nhereof.  Service of any such notice or other communication so made by mail shall\nbe deemed complete on the date of actual delivery as shown by the addressee's\nregistry or certification receipt or at the expiration of the third (3rd)\nbusiness day after the date of mailing, whichever is earlier in time.  Either\nparty may from time to time by notice in writing served upon the other as\naforesaid, designate a different mailing address or a different person to which\nsuch notices or other communications are thereafter to be addressed or\ndelivered. \n\n\n                                       MACROVISION CORPORATION\n                                       1341 Orleans Drive\n                                       Sunnyvale, California  94089\n\n\n                                       By:\n                                           -------------------------------------\n\n                                       Title:\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\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\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 option granted to me on\n____________________________, 19___, pursuant to the Nonstatutory Stock Option\nAgreement, dated as of said grant date.  This exercise of said option and the\npurchase and delivery of said shares shall be subject to all terms and\nconditions 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                                       (signature)\n\n\n                                       ----------------------------------------\n\n                                       ----------------------------------------\n\n                                       ----------------------------------------\n                                       (Print name and address)\n\n\n\n                                          6\n\n\n\n                               MACROVISION CORPORATION\n                           RESTRICTED STOCK AWARD AGREEMENT\n\n\n    This Restricted Stock Award Agreement (\"Agreement\") is made as of this ____\nday of ______________, 19__, by and among Macrovision Corporation, a Delaware\ncorporation (the \"Company\") and _____________________________ (the\n\"Participant\") pursuant to the Macrovision Corporation 1996 Equity Incentive\nPlan (the \"Plan\").\n\n    1.   PURCHASE OF SHARES\n\n    1.1  PURCHASE.  The Participant hereby purchases and the Company hereby\nsells to the Participant, _______________________ shares of the Company's Common\nStock (the \"Shares\") at a purchase price of $____________ per share (the\n\"Purchase Price\") pursuant to the provisions of the Plan.\n\n    1.2  PAYMENT.  Concurrently with the execution of this Agreement, the\nParticipant shall deliver to the Secretary of the Company the aggregate Purchase\nPrice payable for the Shares.  The Purchase Price shall be paid in cash or\npursuant to the terms of the promissory note in the form attached as Exhibit A\nhereto.  If the Participant executes said promissory note, he or she shall also\nsign a stock pledge agreement in the form attached as Exhibit B hereto.\n\n    1.3  DELIVERY OF CERTIFICATES.  The certificates representing the Shares\nhereunder shall be held in escrow by the Secretary of the Company as provided in\nSection 3 below.\n\n    1.4  STOCKHOLDER RIGHTS.  Until such time as the Company exercises its\nrepurchase rights, if any, under this Agreement, the Participant (or any\nsuccessor in interest) shall have all of the rights of a stockholder (including\nvoting and dividend rights) with respect to the Shares, including the Shares\nheld in escrow under Section 3 below.\n\n    1.5  VESTING SCHEDULE.  The Shares shall be unvested and subject to\nrepurchase by the Company as set forth in Section 2 below (the \"Repurchase\nRight\").  As the Participant continues to remain in Service to the Company, the\nParticipant shall acquire a vested interest in, and the Company's Repurchase\nRight will accordingly lapse with respect to, (i)________________ (______) of\nthe Shares on _____________________________, (ii)________________ (______) of\nthe Shares on _____________________________ and (iii) the balance of the Shares\non  ______________________________________________. For purposes of this\nAgreement, the Participant shall be deemed to remain in Service to the Company\nfor so long as the Participant continues to render periodic services to the\nCompany, whether as an employee, a non-employee member of the Board of\nDirectors, or an independent contractor or consultant.  In no event will any\nadditional Shares vest after the Participant's cessation of Service to the\nCompany.\n\n    2.   REPURCHASE RIGHT\n\n    2.1  REPURCHASE RIGHT.  Notwithstanding any provision contained in this\nAgreement, the Company shall have a Repurchase Right, exercisable at any time\nduring the ninety (90)-day\n\n\n                                          1\n\n\n\n\nperiod following the date the Participant ceases for any reason to remain in\nService to the Company, permitting the Company to repurchase at the Purchase\nPrice all or (at the discretion of the Company) any portion of the  Shares in\nwhich the Participant has not acquired a vested interest in accordance with the\nvesting schedule of Section 1.5 above (such shares to be hereinafter called the\n\"Unvested Shares\").\n\n    2.2  EXERCISE OF THE REPURCHASE RIGHT.  The Repurchase Right shall be\nexercisable with respect to any or all of the Unvested Shares by written notice\ndelivered by the Company to the Participant prior to the expiration of the\nninety (90)-day period specified in Section 2.1.  The notice shall specify the\nnumber of Unvested Shares to be repurchased and the date on which the repurchase\nis to be effected, such date to be not more than thirty (30) days after the date\nof the notice.  To the extent that one or more certificates representing\nUnvested Shares may have been previously delivered out of escrow to the\nParticipant, then the Participant shall, prior to the close of business on the\ndate specified for the repurchase, deliver to the Secretary of the Company the\ncertificates representing the Unvested Shares to be repurchased, each \ncertificate to be properly endorsed for transfer.  The Company shall,\nconcurrently with the receipt of such stock certificates (either from escrow or\nfrom the Participant as herein provided), pay to the Participant in cash or cash\nequivalents (including the cancellation of any promissory note received by the\nCompany from the Participant) an amount equal to the Purchase Price previously\npaid by the Participant for the Unvested Shares that are to be repurchased.\n\n    2.3  ADDITIONAL SHARES OR SUBSTITUTED SECURITIES.  In the event of any\nstock dividend, stock split, recapitalization or other change affecting the\nCompany's outstanding Common stock as a class effected without receipt of\nconsideration, then any new, substituted or additional securities or other\nproperty (including money paid other than as a regular cash distribution) which\nis by reason of such transaction distributed with respect to the Shares shall be\nimmediately subject to the Repurchase Right, but only to the extent the Shares\nare at the time covered by such right.  Appropriate adjustments to reflect the\ndistribution of such securities or property shall be made to the number of\nshares at the time subject to the Repurchase Right hereunder and to the price\nper share to be paid upon the exercise of the Repurchase Right in order to\nreflect the effect of any such transaction upon the Company's capital structure;\nPROVIDED, however, that the aggregate Purchase Price shall remain the same.\n\n    3.   ESCROW\n\n    3.1  DEPOSIT.  Upon issuance, the certificates for the Shares purchased\nhereunder shall be deposited in escrow with the Secretary of the Company to be\nheld in accordance with the provisions of this Section 3.  Each deposited\ncertificate shall be accompanied by a duly executed Assignment Separate From\nCertificate in the form attached as Exhibit C hereto.  The deposited\ncertificates shall remain in escrow until such time or times as the certificates\nare to be released or otherwise surrendered for cancellation in accordance with\nSection 3.2 below.\n\n    3.2  RELEASE\/SURRENDER.  The Shares in which the Participant has acquired a\nvested interest under Section 1.5 [and for which the Purchase Price has been\npaid in cash, or, if paid by promissory note, payment of principal on the\npromissory note in the amount of such Purchase\n\n\n                                          2\n\n\n\n\nPrice has been made] shall be released from escrow and delivered to the\nParticipant.  Should the Company or its assignees elect to exercise the\nRepurchase Right under Section 2 with respect to any or all of the Unvested\nShares, then the certificates for such Unvested Shares shall be delivered to the\nCompany, concurrently with the payment to the Participant, in cash or cash\nequivalent (including the cancellation of any promissory note received by the\nCompany from the Participant), of an amount equal to the aggregate Purchase\nPrice for such Unvested Shares, and the Participant shall cease to have any\nfurther rights or claims with respect to such Unvested Shares.\n\n    3.3  PROHIBITION ON TRANSFER.  The Participant shall not sell, transfer,\npledge, hypothecate or otherwise dispose of any Unvested Shares, and any such\nsale, transfer or pledge of any Unvested Shares in violation of this Agreement\nshall be void.  Company shall not be required (a) to transfer on its books any\nShares which shall have been sold or transferred in violation of this Agreement,\nor (b) to treat as the owner of such Shares, or to accord the right to vote as\nsuch owner or to pay dividends to any transferee to whom such Shares shall have\nbeen so transferred.\n\n    4.   LEGENDS.  In order to reflect the restrictions on disposition of the\nUnvested Shares [and Shares that are subject to the Stock Pledge Agreement], the\nstock certificates for the such Shares will be endorsed with restrictive\nlegends, including one or more of the following legends:\n\n    \"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED,\n    TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY\n    WITH THE TERMS OF A WRITTEN AGREEMENT DATED ________________, 19__, BETWEEN\n    THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN\n    INTEREST TO THE SHARES).  SUCH AGREEMENT GRANTS CERTAIN REPURCHASE RIGHTS\n    [AND SECURITY INTERESTS] TO THE COMPANY (OR ITS ASSIGNEES).  THE COMPANY\n    WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER\n    HEREOF WITHOUT CHARGE.\"\n\n    5.   SECTION 83(b) ELECTION.  The Participant understands that Section 83\nof the Internal Revenue Code of 1986, as amended (the \"Code\"), taxes as ordinary\nincome the difference between the amount paid for the Shares and the fair market\nvalue of the Shares as of the date any restrictions on the Shares lapse.  In\nthis context, \"restriction\" means the right of Company to buy back the Shares\npursuant to the Repurchase Right.  The Participant understands that if such\nprovision is applicable to him he may elect to be taxed at the time the Shares\nare purchased rather than when and as the Repurchase Right expires by filing an\nelection under Section 83(b) of the Code with the Internal Revenue Service\nwithin thirty (30) days from the date of purchase and with his income tax\nreturns for the year to which the 83(b) election pertains.  Even if the fair\nmarket value of the Shares equals the amount paid for the Shares, the election\nmust be made to avoid adverse tax consequences in the future.  The Participant\nunderstands that the failure to make this filing timely will result in the\nrecognition of ordinary income by the\n\n\n                                          3\n\n\n\n\nParticipant, as the Repurchase Option lapses, on the difference between the\nPurchase Price and the fair market value of the Shares at the time such\nrestrictions lapse.\n\n         THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE\nRESPONSIBILITY AND NOT THE COMPANY'S, TO FILE TIMELY THE ELECTION UNDER THE\nINTERNAL REVENUE CODE SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE\nCOMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT'S BEHALF.\n\n    6.   NOTICE OF TAX ELECTION AND DISPOSITION OF SHARES.  If the Participant\nmakes any tax election relating to the treatment of the Shares under the Code,\nat the time of such election the Participant shall promptly notify the Company\nof such election.\n\n    7.   \"MARKET STANDOFF\".  In connection with the first underwritten\nregistration of the offering of the Shares, the Company (or a representative of\nthe underwriter) may require that the Participant not sell or otherwise transfer\nor dispose of any Shares not registered under the Securities Act of 1933 as\namended (the \"Act\") during a period (not to exceed one hundred eighty (180)\ndays) following the effective date of the registration statement of Company\nfiled under the Act, provided that all officers and directors of the Company\nenter into similar agreements.\n\n    8.   MISCELLANEOUS PROVISIONS\n\n    8.1  FURTHER ASSURANCES.  Each party agrees to cooperate fully with the\nother parties and to execute such further instruments, documents and agreements\nand to give such further written assurances, as may be reasonably requested by\nany other party to better evidence and reflect the transactions described herein\nand contemplated hereby, and to carry into effect the intents and purposes of\nthis Agreement.\n\n    8.2  RIGHTS CUMULATIVE.  Each and all of the various rights, powers and\nremedies of the parties hereto shall be considered to be cumulative with and in\naddition to any other rights, powers and remedies which such parties may have at\nlaw or in equity in the event of the breach of any of the terms of this\nAgreement.  The exercise or partial exercise of any right, power or remedy shall\nneither constitute the exclusive election thereof nor the waiver of any other\nright, power or remedy available to such party.\n\n    8.3  PRONOUNS.  All pronouns and any variations thereof shall be deemed to\nrefer to the masculine, feminine or neuter, singular or plural, as the identity\nof the person, persons, entity or entities may require.\n\n    8.4  NOTICES.  All notices, consents or demands of any kind which any party\nto this Agreement may be required or may desire to serve on any other party\nhereto in connection with this Agreement shall be in writing and may be\ndelivered by personal service or overnight courier, by facsimile transfer, or by\nregistered or certified mail, return receipt requested, deposited in the United\nStates mail with postage thereon fully prepaid, addressed:  (i) if to the\nCompany, at its address set\n\n\n                                          4\n\n\n\n\nforth on the signature page hereof; or (ii) if to the Participant, at its\naddress as set forth on the signature page hereof.  Service of any such notice\nor demand so made by mail shall be deemed complete on the date of actual\ndelivery as shown by the addressee's registry or certification receipt or at the\nexpiration of the third (3rd) business day after the date of mailing, whichever\nis earlier in time.  Any party hereto may from time to time by notice in writing\nserved upon the others as aforesaid, designate a different mailing address or a\ndifferent person to which such notices or demands are thereafter to be addressed\nor delivered.\n\n    8.5  CAPTIONS.  Captions are provided herein for convenience only and they\nform no part of this Agreement and are not to serve as a basis for\ninterpretation or construction of this Agreement, nor as evidence of the\nintention of the parties hereto.\n\n    8.6  SEVERABILITY.  The provisions of this Agreement are severable.  The\ninvalidity, in whole or in part, of any provision of this Agreement shall not\naffect the validity or enforceability of any other of its provisions.  If one or\nmore provisions hereof shall be so declared invalid or unenforceable, the\nremaining provisions shall remain in full force and effect and shall be\nconstrued in the broadest possible manner to effectuate the purposes hereof. \nThe parties further agree to replace such void or unenforceable provisions of\nthis Agreement with valid and enforceable provisions which will achieve, to the\nextent possible, the economic, business and other purposes of the void or\nunenforceable provisions.\n\n    8.7  ATTORNEYS' FEES.  In any action at law or in equity to enforce any of\nthe provisions or rights under this Agreement, the unsuccessful party to such\nlitigation, as determined by the court in a final judgment or decree, shall pay\nthe successful party all costs, expenses and reasonable attorneys' fees incurred\nby the successful party (including, without limitation, costs, expenses and fees\non any appeal).\n\n    8.8  COUNTERPARTS.  This Agreement may be executed in separate\ncounterparts, each of which shall be deemed as an original, and when executed,\nseparately or together, shall constitute a single original instrument, effective\nin the same manner as if the parties hereto had executed one and the same\ninstrument.\n\n    8.9  WAIVER.  No waiver of any term, provision or condition of this\nAgreement, whether by conduct or otherwise, in any one or more instances, shall\nbe deemed to be, or be construed as, a further or continuing waiver of any such\nterm, provision or condition or as a waiver of any other term, provision or\ncondition of this Agreement.\n\n    8.10 ENTIRE AGREEMENT.  This Agreement (together with its Exhibits and the\nother documents referred to herein, and except as otherwise disclosed in such\nExhibits and documents) is intended by the parties hereto to be the final\nexpression of their agreement and constitutes and embodies the entire agreement\nand understanding between the parties hereto with regard to the subject matter\nhereof and is a complete and exclusive statement of the terms and conditions\nthereof, and shall supersede any and all prior correspondence, conversations,\nnegotiations, agreements or understandings relating to the same subject matter.\n\n\n                                          5\n\n\n\n\n    8.11 CHOICE OF LAW.  It is the intention of the parties that the internal\nlaws of the State of California (irrespective of its, or any other\njurisdictions, choice of law principles) shall govern the validity of this\nAgreement, the construction of its terms and the interpretation of the rights\nand duties of the parties.\n\n    8.12 BINDING ON HEIRS, SUCCESSORS AND ASSIGNS.  This Agreement and all of\nits terms, conditions and covenants are intended to be fully effective and\nbinding, to the extent permitted by law, on the heirs, executors,\nadministrators, successors and permitted assigns of the parties hereto.\n\n    8.13 SURVIVAL.  The respective representations and warranties given by the\nCompany and the Participant, as contained herein and in any certificates to be\ndelivered at the Closing, shall survive the Closing Date without regard to any\ninvestigation made by any party.  All statements as to factual matters contained\nin any certificates, Exhibits or other instruments delivered by or on behalf of\nany party pursuant to the terms hereto or in connection with the transactions\ncontemplated hereby shall be deemed, for all purposes, to constitute\nrepresentations and warranties by such party under the terms of this Agreement\ngiven as of the date of such certificate or instrument.\n\n    8.14 FINDER'S FEES.  Each Participant hereby agrees to indemnify and to\nhold harmless the Company from any liability for any commission or compensation\nin the nature of a finder's fee (and the costs and expenses of defending against\nsuch liability or asserted liability) for which such Participant or any of its\nemployees or representatives is responsible.\n\n    8.15 AMENDMENT.  This Agreement may be amended upon the written consent of\nthe Company and the Participant (or their permitted assignees to whom they have\nexpressly assigned their rights under this Agreement) holding at least a\nmajority of the Shares (including, for such purpose, any shares of Common Stock\nissued upon conversion thereof) sold pursuant to this Agreement and then held by\nsuch Participant and such permitted assignees.  The Participant and permitted\nassignees shall be bound by any amendment effected pursuant to this\nSection 8.15, whether or not any such Participant or assignee is a party to any\nsuch amendment.  Any party hereto may, as to itself, by a writing signed by an\nauthorized representative of such party:  (i) extend the time for the\nperformance of any of the obligations of another party; (ii) waive any\ninaccuracies in representations and warranties made by another party contained\nin this Agreement or in any documents delivered pursuant hereto; (iii) waive\ncompliance by another party with any of the covenants contained in this\nAgreement or the performance of any obligations of such other party; or\n(iv) waive the fulfillment of any condition that is precedent to the performance\nby such party of any of its obligations under this Agreement.\n\n    8.16 PARTICIPANT INVESTIGATION.  The Participant acknowledges that it is\nnot relying upon any person, firm or corporation (other than the Company and its\nofficers and directors) in making its investment or decision to invest in the\nCompany.  The Participant represents to the other Participant that it has been\nsolely responsible for its own \"due diligence\" investigation of the Company and\nits management and business, for its own analysis of the merits and risks of\nthis investment.  The Participant agrees that no Participant nor the respective\ncontrolling persons,\n\n\n                                          6\n\n\n\n\nofficers, directors, partners, agents or employees of any such Participant shall\nbe liable to any other Participant for any actions taken in connection with the\npurchase of Common Stock in accordance with the terms of this Agreement.\n\n    8.17 CONSENT OF SPOUSE.  If the Participant is married, the Participant\nshall obtain the signature of the Participant's spouse as set forth on the\nConsent of Spouse form which is attached to this Agreement.  The Participant's\nfailure to obtain such consent shall constitute a representation by the\nParticipant, on which the Company shall rely, that the Participant is unmarried\nand that the Participant has sole authority with respect to the Participant's\nactions regarding the Shares.\n\n    8.18 NO IMPLIED EMPLOYMENT TERM.  Nothing in this Agreement shall affect in\nany manner whatsoever the right or power of the Company to terminate the\nParticipant's employment with the Company, or the Participant's ability to quit\nthe Company's employment, with or without cause, at any time.\n\n\n    IN WITNESS WHEREOF, the parties hereto have executed this Agreement with\nthe intent and agreement that the same shall be effective as of the day and year\nfirst above written.\n\n                                            MACROVISION CORPORATION\n\n\n                                            By:\n                                                --------------------------------\n                                            Its:\n                                                 -------------------------------\n\n                                            PARTICIPANT:\n\n\n                                            By:\n                                                --------------------------------\n                                            (Signature)\n\n\n                                            -----------------------------------\n                                            (Print Name)\n                                            Address:\n                                                     ---------------------------\n\n                                                    ---------------------------\n\n                                            SS# or EIN:\n                                                        ------------------------\n\n\n                                          7\n\n\n\n\n                                  CONSENT OF SPOUSE\n\n\n    The undersigned spouse of the Participant agrees that my interest, if any,\nin the stock subject to the foregoing Restricted Stock Award Agreement between\nthe Participant and the Company shall be irrevocably bound by such Agreement and\nfurther understands and agrees that my community property interest, if any,\nshall be similarly bound by such Agreement.  The undersigned spouse further\nagrees the Participant's actions, omissions, and\/or deeds with respect to the\nShares, including the execution of any and all documents by the Participant,\nshall bind the undersigned irrevocably, the same as if the undersigned had\nexecuted such document or performed such action, omission and\/or deed and\nfurther that any third party, including, but not limited to, Company, shall be\nentitled to rely upon same.\n\n                                            Spouse of the Participant\n\n\n                                            -----------------------------------\n                                            (signature)\n\n                                            Name:\n                                                  ------------------------------\n                                                 (print)\n\n\n\n                                          8\n\n\n\n\n                                      EXHIBIT A\n\n\n                               FORM OF PROMISSORY NOTE\n\n\n\n\n\n\n\n\n\n\n\n                                          9\n\n\n\n\n                                   PROMISSORY NOTE\n\n\n$__________                                               [date]\n                                                          Sunnyvale, California\n\n    FOR VALUE RECEIVED, ___________ (\"Borrower\") promises to pay to MACROVISION\nCORPORATION ( the \"Company\") or order, at 1341 Orleans Drive, Sunnyvale,\nCalifornia 94089 or such other place as the Company or holder hereof may from\ntime to time designate, the principal sum of __________________________________\n($_________).\n\n    This Note is attached as EXHIBIT A to that certain Restricted Stock Award\nAgreement between Borrower and the Company (the \"Agreement\").  Capitalized terms\nnot otherwise defined herein shall have the meaning ascribed to them in the\nAgreement,\n\n    1.   INTEREST RATE.  Interest shall accrue on the unpaid principal portion\nof this Note at the rate of _________ percent (_____%) per annum, simple\ninterest.\n\n    2.   PAYMENT SCHEDULE.  Principal and accrued interest, if any, shall be\ndue and payable on ________.  Notwithstanding the foregoing, principal and\naccrued interest, if any, shall be due and payable in full thirty (30) days\nafter Borrower ceases to have a [employment\/business] relationship with the\nCompany.\n\n    3.   PREPAYMENT.  Borrower shall have the right to prepay all or any part\nof the unpaid balance hereof at any time, without penalty.\n\n    4.   NO OFFSETS.  The Company shall not be entitled to offset any amounts\nowed to Borrower as compensation arising out of Borrower's [employment\/business]\nrelationship with the Company against the balance owing on this Note at the time\nof Borrower's termination of such relationship.\n\n    5.   TAX CONSEQUENCES.  Borrower represents and warrants to the Company\nthat Borrower has consulted his tax advisers and understands the tax\nconsequences of this Note, and Borrower has not relied on the Company, its\nofficers, directors, employees, or attorneys for any tax advice.  Borrower shall\nmake provision for and indemnify the Company against the payment by the Company\nof or damages incurred by the Company with respect to any federal or state\nwithholding taxes required to be paid or withheld by the Company due to the\nterms of this Note.\n\n    6.   WAIVERS.  Borrower waives any right of demand, presentment, notice of\nnonpayment, protest or notice of dishonor.\n\n    7.   AMENDMENT OF NOTE.  This Note may be terminated or amended only by\nprior written consent of the Company.\n\n\n                                          10\n\n\n\n\n    8.   SEVERABILITY.  If for any reason any of the provisions of this Note\nshall be determined to be inoperative or invalid, the validity and effect of the\nother provisions hereof shall not be affected thereby and such other provisions\nshall remain in full force and effect.\n\n    9.   ATTORNEYS FEES.  In the event an action is brought by the Company to\nenforce or to interpret the terms of this Note, the prevailing party in such\naction shall be entitled to its reasonable attorney's fees in addition to any\nother relief to which that party may be entitled.\n\n    10.  GOVERNING LAW.  This Note shall be governed by and construed in\naccordance with the laws of the State of California, without giving effect to\nthe conflict of law principles thereof.\n\n                                            BORROWER:\n\n\n                                            -----------------------------------\n                                            (Signature)\n\n\n                                            -----------------------------------\n                                            (Name)\n\n\n                                            -----------------------------------\n                                            (Address)\n\n\n                                            -----------------------------------\n\n\n\n\n\n\n                                          11\n\n\n\n\n                                      EXHIBIT B\n\n                                           \n                            FORM OF STOCK PLEDGE AGREEMENT\n\n\n\n\n\n\n\n\n\n\n                                          12\n\n\n\n\n                                STOCK PLEDGE AGREEMENT\n\n\n    In consideration of the loan which Macrovision Corporation, a California\ncorporation (the \"Company\"), having its principal offices at 1341 Orleans Drive,\nSunnyvale, California 94089 has on this day extended to the undersigned and as\nsecurity for the payment of that certain promissory note (\"Note\") in the\nprincipal sum of _______________ Dollars ($_________) payable to the Company\nwhich the undersigned has on this day executed to evidence such loan, the\nundersigned hereby grants to the Company a security interest in, and assigns,\ntransfers to and pledges with the Company, the following securities and other\nproperty:\n\n         (i)   _______________ (_________) shares of the Company's Common Stock\nwhich were acquired by the undersigned on _____     , ____ and which have on\nthis day been delivered to and deposited with the Company;\n\n         (ii)  any and all new, additional or different securities subsequently\ndistributed with respect to the shares identified in clause (i) above which are\nto be delivered to and deposited with the Company pursuant to the requirements\nof Section 3 of this Stock Pledge Agreement (the \"Agreement\");\n\n         (iii) any and all other property and money which is delivered to or\ncomes into the possession of the Company pursuant to the terms and provisions of\nthis Agreement; and\n\n         (iv)  the proceeds of any sale, exchange or disposition of the\nproperty and securities described in clauses (i), (ii) or (iii) above.\n\n    All securities, property and money so assigned, transferred to and pledged\nwith the Company shall be herein referred to as the \"Collateral.\"  The Company\nshall hold the Collateral in accordance with the following terms and provisions:\n\n    1.   WARRANTIES.  The undersigned hereby warrants that the undersigned is\nthe owner of the Collateral and has the right to pledge the Collateral and that\nthe Collateral is free from liens, adverse claims and other security interests,\nexcept as provided in the Restricted Stock Award Agreement, of even date\nherewith, between the undersigned and the Company, to which this Agreement is\nattached as EXHIBIT B (\"Award Agreement\").\n\n    2.   RIGHTS AND POWERS.  The Company may, without obligation to do so,\nexercise at any time and from time to time one or more of the following rights\nand powers with respect to any or all of the Collateral:\n\n    (a)  accept in its discretion, but subject to the limitations of Section 7\nof this Agreement, other property of the undersigned in exchange for all or part\nof the Collateral and release Collateral to the undersigned to the extent\nnecessary to effect such exchange,\n\n\n                                          13\n\n\n\n\nand in such event the money, property or securities received in the exchange\nshall be held by Company as substitute security for the Note and all other\nindebtedness secured hereunder;\n\n    (b)  perform such acts as are necessary to preserve and protect the\nCollateral and the rights, powers and remedies granted with respect to such\nCollateral by this Agreement; and\n\n    (c)  transfer record ownership of the Collateral to the Company or its\nnominee and receive, endorse and give receipt for, or collect by legal\nproceedings or otherwise, dividends or other distributions made or paid with\nrespect to the Collateral, provided and only if there exists at the time an\noutstanding event of default under Section 8 of this Agreement.\n\n    Expenses reasonably incurred in the exercise of such rights and powers\nshall be payable by the undersigned to the Company and form part of the\nindebtedness secured hereunder as provided in Section 10 of this Agreement.\n\n    So long as there exists no event of default under Section 8 of this\nAgreement, the undersigned may exercise all shareholder voting rights and be\nentitled to receive any cash distribution with respect to the Collateral. \nAccordingly, until such time as an event of default occurs under this Agreement,\nall proxy statements and other shareholder materials shall be delivered to the\nundersigned at the address indicated below.\n\n    3.   DUTY TO DELIVER.  Any new, additional or different securities which\nmay now or hereafter become distributable with respect to the Collateral by\nreason of a stock dividend, stock split or reclassification of the capital stock\nof the Company or by reason of a merger, consolidation or other reorganization\naffecting the capital structure of the  Company shall, upon receipt by the\nundersigned, be promptly delivered to and deposited with the Company as part of\nthe Collateral hereunder.  Such securities shall be accompanied by one or more\nproperly endorsed stock power assignments.\n\n    4.   CARE OF COLLATERAL.  The Company shall exercise reasonable care in the\ncustody and preservation of the Collateral, but shall have no obligation to\ninitiate any action with respect to, or otherwise inform the undersigned of, any\nconversion, call, exchange right, preemption right, subscription right, purchase\noffer or other right or privilege relating to or affecting the Collateral.  The\nCompany shall have no duty to preserve the rights of the undersigned against\nadverse claims or to protect the Collateral against the possibility of a decline\nin market value.  The Company shall not be obligated to take any action with\nrespect to the Collateral requested by the undersigned unless the request is\nmade in writing and the Company determines that the requested action will not\nunreasonably jeopardize the value of the Collateral as security for the Note.\n\n    The Company may at any time deliver all or part of the Collateral to the\nundersigned, and the receipt thereof by the undersigned shall constitute a\ncomplete and\n\n\n                                          14\n\n\n\n\nfull release for the Collateral so delivered.  The Company shall accordingly be\ndischarged from any further liability or responsibility for the delivered\nCollateral.\n\n    5.   PAYMENT OF TAXES AND OTHER CHARGES.  The undersigned shall pay, prior\nto the delinquency date, all taxes, liens, assessments and other charges against\nthe Collateral; if undersigned fails to do so, the Company may at its election\npay any or all of such taxes, liens, assessments and charges without contesting\nthe validity or legality thereof.  Any payments so made by the Company under\nthis Section 5 shall become part of the indebtedness secured hereunder and shall\nbear interest at the same rate provided in the Note.\n\n    6.   TRANSFER OF COLLATERAL.  In connection with the transfer or assignment\nof the Note (whether by negotiation, discount or otherwise), if any, the Company\nmay transfer all or any part of the Collateral, and the transferee shall\nthereupon succeed to all the rights, powers and remedies granted to the Company\nhereunder with respect to the Collateral so transferred.  Upon such transfer,\nthe Company shall be fully discharged from all liability and responsibility for\nthe transferred Collateral.\n\n    7.   RELEASE OF COLLATERAL.\n\n    (a)  If all indebtedness secured hereunder is either paid in full, the\nshares of the Company's Common Stock pledged and deposited by the undersigned\nhereunder, together with any additional Collateral which may hereafter be\npledged and deposited with the Company pursuant to the requirements of Section 3\nabove, shall to the extent such shares are vested under the Award Agreement, be\nreleased from pledge thirty (30) days after such payment in full.\n\n    (b)  If the Collateral becomes in whole or in part comprised of \"margin\nsecurity\" within the meaning of Section 207.2(d) of Regulation G of the Federal\nReserve Board (\"Regulation G\"), then no Collateral shall thereafter be released\nor substituted under this Agreement unless:\n\n         (i)  the amount of indebtedness at the time secured hereunder is not\nin excess of the maximum loan value (as determined pursuant to the provisions of\nRegulation G) of the Collateral remaining after the release or substitution is\neffected; OR\n\n         (ii) the amount of indebtedness secured hereunder is reduced by at\nleast the amount by which the maximum loan value of the new Collateral (if any)\ndeposited hereunder is less than the maximum loan value of the Collateral to be\nreleased or otherwise withdrawn.  \n\n    8.   EVENTS OF DEFAULT.  The occurrence of one or more of the following\nevents shall constitute an event of default under this Agreement:\n\n\n                                          15\n\n\n\n\n    (a)  failure of the undersigned to pay principal or accrued interest when\ndue under the Note;\n\n    (b)  the occurrence of any event of default specified in the Note;\n\n    (c)  the failure of the undersigned to perform any obligation imposed on\nthe undersigned by reason of this Agreement; or\n\n    (d)  the breach of any warranty of the undersigned contained in this\nAgreement.\n\n    Upon the occurrence of any such event of default, the Company may, at its\nelection, declare the Note and all other indebtedness secured hereunder to\nbecome immediately due and payable and may exercise any or all of the rights and\nremedies granted to a secured party under the provisions of the California\nUniform Commercial Code (as now or hereafter in effect), including (without\nlimitation) the power to dispose of the Collateral by public or private sale or\nto accept the Collateral in full payment of the Note and all other indebtedness\nsecured hereunder.  Any proceeds realized from the disposition of the Collateral\npursuant to the power of sale hereby granted to the Company shall first be\napplied to the payment of expenses incurred by the Company in connection with\nthe disposition, and the balance shall be applied to the payment of the Note and\nany other indebtedness secured hereunder in such order of application as the\nCompany shall deem appropriate.  Any surplus proceeds shall be paid over to the\nundersigned.  In the event such proceeds prove insufficient to satisfy all\nindebtedness secured hereunder, then the undersigned shall be personally liable\nfor the deficiency.\n\n    9.   OTHER REMEDIES.  The rights, powers and remedies granted to the\nCompany pursuant to the provisions of this Agreement shall be in addition to all\nrights, powers and remedies granted to the Company under any statute or rule of\nlaw.  Any forbearance, failure or delay by the Company in exercising any right,\npower or remedy under this Agreement shall not be deemed to be waiver of such\nright, power or remedy.  Any single or partial exercise of any right, power or\nremedy under this Agreement shall not preclude the further exercise thereof, and\nevery right, power and remedy of the Company under this Agreement shall continue\nin full force and effect until such right, power or remedy is specifically\nwaived by an instrument executed by the Company.\n\n    10.  COSTS AND EXPENSES.  All costs and expenses (including reasonable\nattorneys' fees) incurred by the Company in the exercise or enforcement of any\nright, power or remedy granted it under this Agreement shall become part of the\nindebtedness secured hereunder and shall be payable immediately by the\nundersigned, without demand, and until paid, shall bear interest at the rate\nprovided for in the Note.\n\n    11.  APPLICABLE LAW.  This Agreement shall be governed by and construed in\naccordance with the laws of the State of California, without giving effect to\nthe conflict of\n\n\n                                          16\n\n\n\n\nlaw principles thereof.  This Agreement shall be binding upon the executors,\nadministrators, heirs and assigns of the undersigned.\n\n    12.  SEVERABILITY.  If any provision of this Agreement is held to be\ninvalid under applicable law, then such provision shall be ineffective only to\nthe extent of such invalidity, and neither the remainder of such provision nor\nany other provisions of this Agreement shall be affected thereby.\n\n\n    IN WITNESS WHEREOF, this Agreement has been executed by the undersigned on\nthis______day of _______, _____.\n    \n\n                                                 ------------------------------\n                                                 (Signature)\n\n                                                 ------------------------------\n                                                 (Name)\n\n                                                 ------------------------------\n                                                 (Address)\n\n\n                                                 ------------------------------\n\nAgreed to and Accepted by:\n\nMacrovision Corporation\n\nBy:\n    ---------------------\n\n\n\n\n\n\n\n\n                                          17\n\n\n\n\n                                      EXHIBIT C\n\n\n                         ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n\n\n\n\n\n\n\n\n\n\n                                          18\n\n\n\n\n                         ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n\n    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers\nunto, ________________________________, ________________________ (_______)\nshares of the Common Stock of Macrovision Corporation, a Delaware corporation,\nstanding in the undersigned's name on the books of said corporation represented\nby Certificate No. ____ herewith, and does hereby irrevocably constitute and\nappoint ____________ as attorney-in-fact, to transfer the said stock on the\nbooks of the said corporation with full power of substitution in the premises.\n\n\n\n\nDated: _____________________, 19__\n\n                                                 ------------------------------\n                                                 (Signature)\n\n\n                                                 ------------------------------\n                                                 (Print Name)\n\n\n\n\n\n\n\n\n\n\n\n                                          19\n\n\n\n\n\n                               MACROVISION CORPORATION\n                          STOCK APPRECIATION RIGHT AGREEMENT\n\n                           ________________________, 19___\n                                   (Date of Grant)\n\n    Macrovision Corporation, a Delaware corporation (the \"Company\"), does\nhereby grant to______________________, (the \"Grantee\") the right (this \"SAR\") to\nreceive an amount based upon any appreciation with respect to an aggregate of\n_________________ (_____) shares of the Common Stock of the Company (the \"SAR\nShares\") over their Fair Market Value of _____________ Dollars ($_______) per\nshare on the date of grant (the \"Exercise Value\") as a Stock Appreciation Right\nunder the Macrovision Corporation 1996 Equity Incentive Plan (the \"Plan\").  All\ncapitalized terms not defined herein shall have those meanings ascribed to them\nin the Plan.\n\n    This SAR cannot be exercised, unless the Grantee first signs this Agreement\nin the place provided and returns it to the Administrator.  However, the\nGrantee's signing and delivering this Agreement will not constitute the\nGrantee's exercise of this SAR with respect to any of the SAR Shares, which will\noccur only when the Grantee exercises this SAR in the manner set forth in\nSection 8 below.  [This SAR is being granted in tandem with a\n[Nonstatutory\/Incentive] Stock Option dated __________ granted pursuant to the\nPlan.  This SAR shall terminate and no longer shall be exercisable upon\nGrantee's exercise of the related Stock Option, to the extent of such exercise. \nUpon exercise of this SAR, the related Stock Option shall terminate and Grantee\nshall surrender it to the Company, to the extent of such exercise.]\n\n    THIS SAR IS SUBJECT TO, AND MAY BE EXERCISED ONLY IN ACCORDANCE WITH, THE\nTERMS 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 SAR AND EXERCISE OF SAR.  Subject to the provisions of the\nPlan and the terms and conditions of this Agreement, this SAR can be exercised\nby the Grantee during a period of ten (10) years from the date of grant as\nfollows:\n\n              DATE                      NO. OF SHARES\n              ----                      -------------\n\n         (a)\n               ----------------         --------------------\n         (b)\n               ----------------         --------------------\n         (c)\n               ----------------         --------------------\n         (d)\n               ----------------         --------------------\n\n         The dates appearing in the above schedule refer to the earliest dates\non which this SAR may be exercised with respect to the number of SAR Shares set\nforth therein, and this SAR may be exercised with respect to all or any part of\nsuch shares at any time on or after such dates but prior to the expiration of\nten (10) years from the date of grant.\n\n\n                                          1\n\n\n\n\n    2.   TERMINATION BY REASON OF DEATH.  If the Grantee's [employment\/business\nrelationship] with the Company and\/or its Subsidiaries is terminated by reason\nof the Grantee's death, this SAR may thereafter be exercised, but only to the\nextent it was exercisable on the date of the Grantee's death, by the Grantee's\nestate for a period of twelve (12) months from the date of death, or until the\nexpiration of the stated term of the SAR, if earlier.  The Grantee's estate\nshall mean the duly authorized executor of the Grantee's last Will or the duly\nauthorized administrator or special administrator of the Grantee's probate\nestate or any other duly authorized legal representative of the Grantee's estate\nor any person who acquires the right to exercise this SAR by reason of the\nGrantee's death under the Grantee's Will or the laws of intestate succession.\n         \n    3.   TERMINATION BY REASON OF DISABILITY.  If the Grantee's\n[employment\/business relationship] with the Company and\/or its Subsidiaries is\nterminated by reason of the Grantee's Disability this SAR may thereafter be\nexercised, to the extent it was exercisable on the date of such termination, for\na period of twelve (12) months from the date of such termination, or until the\nexpiration of the stated term of the SAR, if earlier.  The Administrator shall\nhave sole authority and discretion to determine whether the Grantee's\n[employment\/business relationship] has been terminated by reason of Disability.\n\n    4.   TERMINATION BY REASON OF RETIREMENT.  If the Grantee's\n[employment\/business relationship] with the Company and\/or its Subsidiaries is\nterminated by reason of Retirement, this SAR may thereafter be exercised, to the\nextent it was exercisable on the date of such termination, for a period of three\n(3) months from the date of such termination of [employment\/business\nrelationship], or until the expiration of the stated term of the SAR, if\nearlier.  If the Grantee dies within the three (3)-month period described in the\npreceding sentence, the Grantee shall be treated as though he or she died on the\ndate his or her employment terminated by reason of Retirement, and the\nprovisions of Section 2 shall apply to this SAR (with date of termination\nsubstituted for date of death) to the extent that it has not been exercised\nprior to the Grantee's death.\n\n    5.   TERMINATION FOR CAUSE.  If the Grantee's [employment\/business\nrelationship] with the Company and\/or its Subsidiaries is terminated for Cause,\nthis SAR shall immediately terminate and be of no further force and effect.\n\n    6.   OTHER TERMINATION.  Unless otherwise determined by the Administrator,\nif the Grantee's [employment\/business relationship] with the Company and\/or its\nSubsidiaries terminates for any reason other than death, Disability, Retirement,\nor for Cause, this SAR may thereafter be exercised, to the extent it was\nexercisable on the date of such termination, for three (3) months from the date\nof such termination or until the expiration of the stated term of the SAR, if\nearlier.\n\n    7.   NON-TRANSFERABILITY OF SAR.  This SAR shall not be transferable except\nby Will or the laws of descent and distribution, and this SAR may be exercised\nduring the Grantee's lifetime only by the Grantee.  Any purported transfer or\nassignment of this SAR shall be void and of no\n\n\n                                          2\n\n\n\n\neffect, and shall give the Company the right to terminate this SAR as of the\ndate of such purported transfer or assignment.\n\n    8.   METHOD OF EXERCISE.  This SAR may be exercised with respect to all or\nany part of the SAR Shares that are exercisable at time of exercise, by\ndelivering to the Company a Notice of Exercise of Macrovision Corporation Stock\nAppreciation Right substantially in the form attached hereto as EXHIBIT A,\nspecifying the number of SAR Shares as to which this SAR is so exercised.  Upon\nsuch exercise, the Company shall pay to the Grantee for each SAR Share as to\nwhich this SAR is exercised an amount in cash equal to the excess of the Fair\nMarket Value of a share of the Company's Common Stock on the date of exercise\nover the per share Exercise Price set by the Administrator at the time of grant.\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 SAR is exercised, then the cash value of the SAR (determined in\naccordance with the preceding sentence) also may be paid as follows:\n\n              a.   in shares of the Company's Common Stock valued at Fair\nMarket Value on the exercise date; or\n\n              b.   a combination of cash and shares of the Company's Common\nStock.\n\n         If the Company determines to deliver any shares of the Company's\nCommon Stock upon exercise, then as soon as practical after receipt of such\nnotice, the Company shall, without transfer or issue tax or other incidental\nexpense to the Grantee or his or her successor, transfer and deliver thereto at\nthe office of the Company or such other place as may be mutually agreeable a\ncertificate or certificates for such shares of its Common Stock; provided,\nhowever, that the time of such delivery may be postponed by the Company for such\nperiod as may be required for it with reasonable diligence to comply with\napplicable registration requirements under the Securities Act of 1933, as\namended, any applicable listing requirements of any national securities\nexchange, and requirements under any other laws or regulations applicable to the\nissuance or transfer of such shares.]\n\n    9.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  In the event of any\nchange in the outstanding Common Stock of the Company by reason of stock\ndividends, recapitalization, mergers, consolidations, split-up, combinations or\nexchanges of shares and the like, the aggregate number or class of shares\nsubject to this SAR immediately prior to such event shall be appropriately\nadjusted by the Board of Directors in accordance with the terms of the Plan.\n\n    10.  WITHHOLDING AND EMPLOYMENT TAXES.  Upon exercise of any SAR granted\nhereby, the Company shall withhold from its payment to the Grantee the amount of\nany and all applicable federal and state withholding and employment taxes.\n\n\n                                          3\n\n\n\n\n    11.  TAX STATUS.  The Grantee's exercise of this SAR may have significant\ntax consequences. The Grantee 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 SAR granted hereby. \nThe Grantee acknowledges that he or she has not relied and will not rely upon\nany advice or representations by the Company or by its employees or\nrepresentatives with respect to the tax treatment of SARs granted hereunder.\n\n    12.  NO RIGHT TO CONTINUED RELATIONSHIP.  Nothing contained in this\nAgreement shall confer upon the Grantee any right to a continued\n[employment\/business relationship] with  the Company and its Subsidiaries or in\nany way limit the right of the Company or its Subsidiaries to terminate such\nrelationship at any time.\n\n    13.  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 writing served upon the\nother as aforesaid, designate a different mailing address or a different person\nto which such notices or other communications are thereafter to be addressed or\ndelivered. \n\n    14. 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 of:\n(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\n                                            MACROVISION CORPORATION\n                                            1341 Orleans Drive\n                                            Sunnyvale, California  94089\n\n\n                                            By:\n                                                --------------------------------\n\n                                            Title:\n                                                   -----------------------------\n\n\n\n                                            GRANTEE:\n\n\n\n                                          4\n\n\n\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\n                                      EXHIBIT A\n                                                      FORM OF NOTICE OF EXERCISE\n                                                      OF MACROVISION CORPORATION\n                                                        STOCK APPRECIATION RIGHT\n\n\nMACROVISION CORPORATION\n1341 Orleans Drive\nSunnyvale, CA 04089\n\n\nGentlemen:\n\n    I hereby exercise the right to receive the difference between (a) the Fair\nMarket Value on the date of this exercise of __________________ shares of Common\nStock of MACROVISION CORPORATION and (b) the Fair Market Value of such shares at\nthe time of the SAR granted to me on ____________________________, 19___,\npursuant to the Stock Appreciation Right Agreement, dated as of said grant date.\nThis exercise of said SAR shall be subject to all terms and conditions of such\nStock Appreciation Right Agreement.\n\nDated:___________________________\n\n\n                                            -----------------------------------\n                                            (signature)\n\n                                            -----------------------------------\n\n                                            -----------------------------------\n\n                                            -----------------------------------\n                                            (Print name and address)\n\n\n\n\n\n                                          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