{"id":39764,"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-protection-agreement-macrovision-corp-and-mark.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-protection-agreement-macrovision-corp-and-mark","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-protection-agreement-macrovision-corp-and-mark.html","title":{"rendered":"Employment Protection Agreement &#8211; Macrovision Corp. and Mark Belinsky"},"content":{"rendered":"<pre>                             MACROVISION CORPORATION\n                         EMPLOYMENT PROTECTION AGREEMENT\n\n            THIS EMPLOYMENT PROTECTION AGREEMENT is made and entered into as of\nApril 27, 2001 by and between Macrovision Corporation, a Delaware corporation\n(the \"Company\") and Mark Belinsky (\"Belinsky\").\n\n            WHEREAS, the Board of Directors (the \"Board\") of the Company has\ndetermined that, in connection with the integration of the Company's recently\nacquired Globetrotter Software subsidiary (\"Globetrotter\") with the Company and\nthe related transfer of Belinsky's employment from the Company to Globetrotter,\nit is in the best interests of the Company and its shareholders that Belinsky\nnot be distracted by the personal uncertainties and risks created by his\nemployment transfer from the Company to Globetrotter by assuring Belinsky a\nright to continued employment with the Company for a limited period of time;\n\n            NOW, THEREFORE, to assure the Company that it will have the\ncontinued dedication of Belinsky and the availability of Belinsky's advice and\ncounsel through the Globetrotter integration and, and to induce Belinsky to\nremain in the employ of Globetrotter and the Company, and for other good and\nvaluable consideration, the Company and Belinsky agree as follows:\n\n            53. Return to Company. In the event that Globetrotter or the Company\nterminates Belinsky's employment with Globetrotter prior to April 30, 2002, for\nany reason other than Cause (as defined below), then, immediately upon such\ntermination, Belinsky shall be considered to have transferred employment to the\nCompany and shall become an employee of the Company.\n\n            54. Position and Compensation. Upon any such transfer of employment\nto the Company pursuant to Section 1 above, Belinsky will report directly to the\nCompany's chief operating officer (or if no one holds such position, to the\nCompany's chief executive officer), and will work under the direction and\nsupervision of such chief operating officer (or chief executive officer) in such\nposition as such chief operating officer (or chief executive officer) shall\ndetermine. Unless Belinsky and the Company shall otherwise agree, Belinsky's\ncompensation for such employment with the Company shall continue at the rate of\ncompensation he was being paid by Globetrotter immediately prior to termination\nof his Globetrotter employment.\n\n            55. Term of Employment. Belinsky's employment with the Company\npursuant to this Agreement, if any, shall continue through April 30, 2002,\nunless earlier terminated by the Company for Cause.\n\n\n\n            56. No other Employment. Belinsky shall not work for any entity\nother than the Company or a Subsidiary during the term of his employment with\nthe Company hereunder. Notwithstanding the above, this Section 4 shall not be\nconstrued to prohibit Belinsky from providing services to charitable\norganizations, so long as Belinsky does not receive compensation for such\nservices, and shall not be construed to prohibit Belinsky from managing his\npersonal assets or from serving as a limited partner in investment partnerships\nor venture capital funds.\n\n            57. Definitions.\n\n                  (a) \"Cause\" means the occurrence of any one or more of the\nfollowing: (i) conviction of any felony or any act of fraud, misappropriation or\nembezzlement which has an immediate and materially adverse effect on the Company\nor a Subsidiary, (ii) engaging in a fraudulent act to the material damage or\nprejudice of the Company or a Subsidiary or in conduct or activities materially\ndamaging to the property, business or reputation of the Company or a Subsidiary,\n(iii) failure to comply in any material respect with the terms of any applicable\nemployment agreement or any written policies or directives of the Board which\nhave an immediate and materially adverse effect on the Company or a Subsidiary\nand which have not been corrected within 30 days after written notice from the\nCompany of such failure, (iv) any material act or omission involving malfeasance\nor negligence in the performance of employment duties which has an immediate and\nmaterially adverse effect on the Company or a Subsidiary and which has not been\ncorrected within 30 days after written notice from the Company, or (v) material\nbreach of any other agreement with the Company, which has an immediate and\nmaterially adverse effect on the Company or a Subsidiary and which has not been\ncured within 30 days after written notice from the Company of such breach.\n\n                  (b) \"Subsidiary\" means (i) Globetrotter, (ii) any other\ncorporation, foreign or domestic, in which the Company directly or indirectly\nowns 50% or more of the issued and outstanding voting stock on an \"as converted\nbasis,\" and (iii) any partnership, foreign or domestic, in which the Company\nowns a direct or indirect interest equal to 50% or more of the outstanding\nequity interests.\n\n            58. Arbitration of Claims. Any dispute between Belinsky and the\nCompany relating to this Agreement shall be resolved by arbitration pursuant to\nthe provision of the Executive Severance and Arbitration Agreement dated April\n27, 2001, by and between Belinsky and the Company.\n\n            59. Amendment. This Agreement may not be amended without the prior\nwritten consent of both Belinsky and the Company.\n\n            60. No Right to Any Particular Position. Subject to the general\nassurance of continued employment through April 30, 2002, as described above,\nnothing in this Agreement shall be deemed to give Belinsky the right to be\nretained in any particular position within the Company or to deny the Company\nany right it may have to change Belinsky's position at any time.\n\n\n\n            61. Severability. If a court or other body of competent jurisdiction\ndetermines that any provision of this Agreement is invalid or unenforceable,\nthat provision will be adjusted rather than voided, if possible, so that it is\nenforceable to the maximum extent possible, or, if it is not possible to so\nadjust such provision, this Agreement shall be construed in all respects as if\nsuch invalid or unenforceable provision were omitted. The invalidity and\nunenforceability of any particular provision of this Agreement shall not affect\nany other provision hereof, and all other provisions of the Agreement shall be\nvalid and enforceable to the fullest extent possible.\n\n            62. Successors.\n\n                  (a) The Company will require any successor, whether direct or\nindirect, by purchase, merger, consolidation or otherwise, to all or\nsubstantially all of the business and\/or assets of the Company to expressly\nassume and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform it if no such succession\nhad taken place.\n\n                  (b) This Agreement shall inure to the benefit of, and be\nenforceable by, Belinsky's personal or legal representatives, executors,\nadministrators, successors, heirs, distributees, devisees and legatees.\n\n            63. Governing Law. This Agreement shall be governed by and construed\nin accordance with the laws of the State of California without regard or\nreference to the rules of conflicts of law that would require the application of\nthe laws of any other jurisdiction..\n\n            IN WITNESS WHEREOF, the parties hereto have duly executed this\nAgreement, effective as of the date set forth in the first paragraph hereof.\n\n\nMACROVISION CORPORATION\n\n\nBy \/s\/ William A. Krepick               \/s\/ Mark S. Belinsky\n   ---------------------------------    ----------------------------------------\n   William A. Krepick, President        MARK BELINSKY\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-39764","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\/39764","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=39764"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39764"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39764"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39764"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}