{"id":39325,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-macrovision-corp-and-victor-viegas.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-macrovision-corp-and-victor-viegas","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-macrovision-corp-and-victor-viegas.html","title":{"rendered":"Employment Agreement &#8211; Macrovision Corp. and Victor Viegas"},"content":{"rendered":"<pre>\n\n[Letterhead]\n\n\n\nJune 5, 1996\n\n\nMr. Victor Viegas\n99 James Avenue\nAtherton, California 94027\n\nDear Vic:\n\nWe are pleased to offer you the position of Vice President, Finance\/CFO at \nMacrovision Corporation reporting directly to me and on a dotted line basis \nto John Ryan with regard to IPO issues and merger and acquisition \nopportunities. In this capacity, you will be responsible for overall \nmanagement of the Company's administrative, MIS, HR, contracts, legal and \nfinancial\/accounting operations.  As you are aware, Bob Netter, our current \nCFO, has agreed to stay with the Company through October 3, 1996 and assist \nwith the IPO and the management transition.  Bob's title will be changed to \nVP Finance\/Administration.\n\nYour annual compensation will be $135,000 and a recommendation will be made \nto the Board of Directors on June 7th for grant upon your commencement of \nemployment a 105,000 share stock option grant (at $1.50 per share) under \nMacrovision's Stock Option Plan, representing approximately one percent \nownership of Macrovision stock.  A form of stock option is attached. \nAlternatively, in lieu of stock options, at your election the Board will be \nasked to approve a sale to you of 105,000 shares of Macrovision common stock, \nimmediately upon the commencement of your employment, for $1.50 per share \npayable with a full recourse promissory note from you to Macrovision due five \nyears from the date of grant or upon earlier termination of employment with a \nminimum interest rate necessary to avoid imputed interest.  Such stock \noptions will become exercisable, or such purchased shares will vest, \naccording to the schedule generally applied to stock options granted under \nthe Company's Employee Stock Option Plan including full vesting upon an offer \nby University National Bank &amp; Trust, Trustee under Stock and Convertible Note \nPurchase Agreement dated May 24, 1991 as described in Section 3 of the \nCompany's Stock Option Agreement. As of this date, the Company's total shares \nof fully diluted outstanding stock (including preferred stock, option grants \nand nongranted options) is 10,559,244.  In addition to Macrovision stock or \nstock options, you will be granted a 1.3% (one and three-tenths of one \npercent) percentage of ownership in Command Audio Corporation (CAC) stock \noptions if Macrovision spins off its ownership in CAC on the same terms and \nconditions at the fair market value of date of such spinoff.\n\nIn the event that the Company terminates your employment as CFO without cause \nor your employment is constructively terminated within three months before or \none year following a change in control of the Company, any Macrovision stock \nthat you have\n\n\n\n\nJune 5, 1996\nPage Two\n\npurchased, but which otherwise would not then be vested, shall immediately \nvest upon such termination of employment.  For this purpose, 'change in \ncontrol' shall mean any merger, corporate acquisition or other similar \ntransaction in which the persons who are shareholders of Macrovision \nimmediately prior to the transaction own less than 50% of the equity \ninterests in the resulting entity immediately after the transaction.  With \nrespect to the above, 'Constructive termination' shall mean:\n\n    a.  there is a material adverse change in executive's position causing it\n           to be of less stature or of less responsibility \n    b.  a change in the position to whom executive reports\n    c.  a reduction of more than 20% of executive's base compensation, AND\n    d.  within 30 days immediately following such material adverse change or \n           reduction, executive elects to terminate his employment voluntarily.\n\n'cause' shall mean:\n\n    a.  willful and repeated failure to comply with the lawful written\n           direction of the Company's Board of Directors\n    b.  gross negligence or willful misconduct in the performance of duties to\n           the Company and\/or its subsidiaries\n    c.  commission of any act of fraud with respect to the Company and\/or its \n           subsidiaries\n    d.  conviction of a felony or a crime involving moral turpitude causing\n           material harm to the standing and reputation of the Company and\/or\n           its subsidiaries in each case as determined in good faith by the \n           Company's Board of Directors.\n\nThe Company also agrees to provide, the day after its initial public \noffering, if any, an option for you to acquire 40,000 shares of Macrovision \ncommon stock by stock option grant in the same manner as described above with \nvesting rights according to the schedule generally applied to stock options \ngranted under the Company's Employee Stock Option Plan at the closing price \nof the first day's trade.\n\nYou will participate in the Company's Executive Incentive Program on a \npro-rated basis for the remainder of 1996.\n\nAs an employee, you will receive the standard benefits including medical and \ndental benefits, as well as life, long-term and short-term disability \ncoverage and enrollment into our flexible spending plan.  A brief description \nof our benefits is attached; however, feel free to call Kim with any \nquestions. \n\nAs Macrovision's relationships with employees is at-will, either you or \nMacrovision may terminate the employment relationship at any time for any \nreason, with or without notice.  Also, any dispute arising out of or relating \nto your employment with Macrovision, including, but not limited to, the \nmanner in which that employment is terminated, or any claims that\n\n\n\n\nJune 5, 1996\nPage Three\n\nMacrovision has violated any state or federal law, shall be settled by final \nand binding arbitration in Santa Clara County, California, in accordance with \nthe then-existing rules of the American Arbitration Association and judgment \nupon the award rendered by the arbitrator(s) may be entered in any court \nhaving jurisdiction thereof; provided, however, that the law applicable to \nany controversy shall be the law of California, regardless of its or any \njurisdiction's choice of law principles. Notwithstanding the foregoing, you \nare entitled to a special provision of the Company's severance plan \napplicable to stock options or stock purchases and severance pay which is \nattached.\n\nIt is understood that with respect to the at-will employment relationship and \nthe binding arbitration provision stated above, that this constitutes the \nfull, complete and final expression of the agreement with Macrovision \nCorporation, and that it may not be modified, altered or amended, either \nexpressly or implied, unless in writing signed by the President of \nMacrovision.  As a condition of employment, all employees must sign a \nProprietary Information, Inventions and Ethics Agreement (a copy of which is \nenclosed).\n\nIf the foregoing meets with your approval, please indicate by signing below \nand returning a copy of this letter as soon as possible.  Vic, we all look \nforward to having you join our team and assist us in achieving our growth \nobjectives.\n\nSincerely,\n\n\/s\/ Bill Krepick\n\nWilliam A. Krepick\nPresident and COO\n\n\nAgreed and Accepted:          \/s\/ Victor Viegas\n                         ---------------------------------\n                                  Victor Viegas\n\nDate:                             June 6, 1996\n                         ---------------------------------\n\n\n\n\n                               MACROVISION CORPORATION\n                               BENEFITS - BRIEF SUMMARY\n\n\n\nMedical:        Blue Cross Prudent Buyer Plan or Kaiser Permanente effective \n                the first day of the month following date of hire.  Entire \n                employee premium paid by Macrovision with 75% contribution \n                toward dependent premiums.\n\nDental:         Blue Cross (Wellpoint) Insurance effective first day of the\n                month following date of hire. Same payment coverage as medical.\n\nLife Insurance: Two policies totaling $15,000 over two times employee's annual\n                salary. Policy includes long-term disability with payment at \n                66% of salary, short-term disability and accidental death &amp; dismemberment. Employer paid -- eligibility date contingent \n                upon proof of health.\n\nFlexible        Contribution of monies by Macrovision into a cafeteria \nSpending:       plan to be used by employee for medical expenses.  Effective \n                as of date of hire.\n\n401(k):         Salary reduction plan with 18 possible investment options. \n                Current employer match of 20% of salary reduction. Enrollment\n                after 90 days of date of hire.\n\nStock Option    Macrovision Corporation and\/or Command Audio Corporation stock\nPlan:           options or stock purchases granted upon Board approval as\n                outlined in cover letter.\n\n                Stock Option or Stock Grant\n                Exercise\/Vesting Schedule:\n\n                                             Exercise\/Vesting of Options and \n                   Service Following                    Stock Grant \n                   Grant Date                (fraction of outstanding grant)\n                   -----------------------   ---------------------------------\n                   Less than 1 year                        0\n\n                   After 1 year but less than              1\/6\n                        2 years\n\n                   After 2 years but less than             1\/2\n                        3 years\n\n                   After 3 years                           100%\n\n\n\n                   Special Exercise\/          Stock options and stock grants \n                   Vesting Provision          will become exercisable\/vested \n                   Upon Termination           according to the following \n                   By Company with-           schedule:\n                   out Cause or upon\n                   a Constructive\n                   Termination:\n\n                                             Exercise\/Vesting of Options and \n                   Service Following                    Stock Grant \n                   Grant Date                (fraction of outstanding grant)\n                   -----------------------   ---------------------------------\n                   Less than 1 year                          1\/6\n\n                   Greater than 1 year but\n                    less than 2 years                        1\/2\n\n                   Greater than 2 years                      100%\n\n\nTuition            Reimbursement up to $5,250 per year of educational \nReimbursement:     expenses for approved courses of study or degree programs.\n\nVacation:          First through third years of employment accrues monthly at \n                   the rate of 6.67 hours (10 days per year) beginning on date \n                   of hire.\n\nSick Time:         Maximum 10 days, accrued at the monthly rate of 6.67 hours. \n                   Effective as of date of hire.\n\nSeverance:         If length of service is less than 3 years, payment is two\n                   weeks salary plus 1 week for every $10K of base salary \n                   (salary rounded to nearest $10K increment). For length of \n                   service over 3 years, payment is four weeks salary plus 1 \n                   week for every $10K of base salary, to a maximum of six \n                   months salary (salary rounded to nearest $10K increment).\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8106],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9539,9544],"class_list":["post-39325","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-media__movies","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39325","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39325"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39325"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39325"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39325"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}