{"id":39879,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-incentive-plan-macrovision-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-incentive-plan-macrovision-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-incentive-plan-macrovision-corp.html","title":{"rendered":"Executive Incentive Plan &#8211; Macrovision Corp."},"content":{"rendered":"<pre>                               MACROVISION CORPORATION\n                                           \n                                           \n                            EXECUTIVE INCENTIVE PLAN (EIP)\n                                           \n                                           \n                                       For 1996\n                                           \n                                           \n                                           \n                                   February 1, 1996\n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                 COMPANY CONFIDENTIAL\n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n\n                                          1\n   \n                                     CONFIDENTIAL\n    \n[**   Confidential Treatment has been requested for certain portions of this \n      document]\n\n\n\n                            EXECUTIVE INCENTIVE PLAN (EIP)\n                         FOR MACROVISION CORPORATE EXECUTIVES\n                                           \n                                   February 1, 1996\n                                           \nINTRODUCTION\n\nThe Macrovision Corporation Executive Incentive Plan ('EIP') has been\nestablished to provide incentive and reward for those key executives who, by\nvirtue of their position, have a significant impact on the financial performance\nof the Company.  It has been created with the belief that those executives who\nare directly responsible for managing a major profit &amp; loss or cost center and\nwho materially contribute to growth in earnings and shareholder value should be\neligible to participate in a plan which provides for annual cash incentive\nawards based upon annual performance.\n\nFor each plan year, eligible participants will be involved in the determination\nof annual goals and objectives that will be used as a measurement of\nperformance.  At the end of the fiscal year, the President will review the\naccomplishments of all participants and make appropriate recommendations to the\nCompensation Committee based upon the Company's overall performance and the\nindividual executive's attainment of his\/her goals.  The Compensation Committee\nwill have the full authority to establish whether those recommended incentive\nawards will be approved and the full latitude to establish the final incentive\naward value, which may be zero in all cases.\n\nThe purpose of this policy is to establish incentive award guidelines.  In\ndetermining the final incentive award, Company performance, individual\naccomplishment of goals and other considerations will be taken into account on\nan individual basis.\n\nOVERVIEW\n\nThe fundamental philosophy behind the EIP is to reward participants relative \nto their individual contribution\/performance toward the overall Macrovision \nteam effort in achieving annual corporate performance goals - as defined in \nthe annual Business Plan with respect to EBIT (earnings before interest and \ntaxes), or Corporate Operating Income.\n\nThe President reviews and approves individual EIP departmental goals at the \nbeginning of the Plan Year.  These goals are weighted according to a \npre-determined formula based on 50% financial, and 50% for specific \nstrategic\/tactical objectives.  The President will assure that each \nexecutive's individual strategic\/tactical objectives will represent a \n'stretch' to accomplish.\n\nIt should be noted that the Company has a variety of other Incentive Award \nprograms that are designed to motivate ALL employees throughout the year.  \nThese other programs include Employee Profit Sharing, Performance Incentive \nPlan (PIP), Special Recognition Awards, Inventions Reward Plan and \nTime-To-Market Award.\n\n                                           \n                                          2\n   \n                                     CONFIDENTIAL\n    \n\n\n\nRECOGNITION OF EXTRAORDINARY INDIVIDUAL PERFORMANCE\n\nIn the normal administration of the EIP, it is possible that the corporate EBIT\ntarget will be achieved and that certain executives may exceed their financial\nand strategic\/tactical goals, while others may fall short.\n\nIn order to justly reward those executives that have exceeded their goals, the\nEIP provides for individual payouts, or Individual Performance Ratings, in\nexcess of 100% of the Unmodified Corporate Performance Incentive Award.\n\n\n                                  1996 PARTICIPANTS\n                                           \n                                           \nINDIVIDUAL                POSITION\n----------                --------\n\nMark Belinsky             VP ACP Theatrical and ACP\/PPV\nPatrice Capitant          Direction Engineering\nBrian Dunn                VP Cineguard\nGreg Ellis                Director, Pay TV Components\/Licensing\nWhit Jackson              VP Transmissions Systems\nCarl Jorgensen            VP Operations\nAlistair Knox             UK\/Europe, M.D.\nWilliam Krepick           President\nMasao Kumei               Japan, KK, M.D.\nRich Matuszak             VP ACP Special Interest\nRobert Netter, Jr.        VP\/CFO\nJohn Ryan                 Chairman\n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                          3\n   \n                                     CONFIDENTIAL\n    \n\n\n\nDEFINITIONS OF TERMS\n                                           \n\nA.  CORPORATE PERFORMANCE RATING\n\n    The ratio in % of Actual EBIT to EBIT Plan.\n\n    For 1996, the Business Plan EBIT is [**].  EBIT (Earnings Before \n    Interest and Taxes) is also known as Operating Income.\n\nB.  UNMODIFIED INCENTIVE AWARD\n\n    The percentage of participant's gross annual salary for a given Corporate \n    Performance Rating, which is independent of the participant's Individual \n    Performance Rating.\n\nC.  STATEMENT OF GOALS\n\n    A written sent of objectives (see attached form), unique to each \n    participant that establishes quantifiable objectives and measurements of \n    performance.  The goals are all tied directly to the Corporate Business \n    Plan and specified objectives.  \n\nD.  INDIVIDUAL PERFORMANCE RATING\n\n    Each participant has a Statement of Goals (pps. 10, 11) which establishes \n    his or her objectives for the Plan Year.  They include a combination of \n    Financial, Strategic and Tactical goals.  Each set of goals carries a \n    weighting factor which allows for quantification of the Individual \n    Performance Rating by the President.  It is the responsibility of the \n    participant to insure that appropriate documentation is maintained to \n    support the measurement and accomplishment of each particular goal.  \n    Additional or substitute accomplishments may be recognized in the \n    measurement of factual Individual Performance Ratings.\n\n                                           \n                                          4\n   \n                                     CONFIDENTIAL\n    \n[**   Confidential Treatment has been requested for certain portions of this \n      document]\n\n\n\n                               DETERMINATION OF AWARDS\n                                           \n                                           \n                        (See next page for 1996 rating chart)\n\n1.  CALCULATE THE CORPORATE PERFORMANCE RATING\n\n    Actual Operating Income (EBIT - earnings before interest and taxes) \n    divided by Plan Operating Income, in %.\n\n    Actual Operating Income is the final year-end Operating Income including \n    reserves for EIP Awards.\n\n    NOTE:  Corporate Performance Rating must equal [**] of the Plan before \n    there is any payout.  \n\n2.  CALCULATE THE UNMODIFIED INCENTIVE AWARD\n\n    Example:  Assume Corporate Performance Rating of [**]\n              The Unmodified Incentive Award would be [**]\n\n3.  ESTABLISH THE INDIVIDUAL PERFORMANCE RATING\n\n    From the Statement of Goals, the participant and President will determine \n    the final Individual Performance Rating, based upon the attainment of the \n    specified, Financial and Strategic\/Tactical Goals.\n\n    The Individual Performance Rating can be 0 to 200%, with 100% indicating \n    the satisfactory completion of all goals.  The Individual Performance \n    Rating can exceed 100% in cases of exceptional performance.\n\n    Example: Assume individual achieved 90% of financial goals, and 80% of \n             strategic\/tactical goals.\n             The Individual Performance Rating would be [0.9x50%] + [0.8x50%]\n             = 85%\n\n4.  DETERMINATION OF FINAL INDIVIDUAL INCENTIVE AWARD\n\n    Multiply the Unmodified Incentive Award by the Individual Performance \n    Rating and the Gross Annual Year-end Salary to determine the Final \n    Individual Incentive Award.\n\n    Example: 85% x [**] = [**] EIP payout (as percentage of actual salary)\n\n\n                                           \n                                          5\n   \n                                     CONFIDENTIAL\n    \n[**   Confidential Treatment has been requested for certain portions of this \n      document]\n\n\n\n                        PERFORMANCE RATING CHART TO DETERMINE\n                              UNMODIFIED INCENTIVE AWARD\n                                           \n                                           \n                                           \n                                           \n                                  CORPORATE\n                  EBIT            PERFORMANCE       UNMODIFIED\n                (ACTUAL)          RATING (%)     INCENTIVE AWARD %\n                --------          ----------     -----------------\n                $ [**]               [**]               [**]\n                                      100                 20   1996 PLAN\n                                     [**]               [**]\n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n     NOTE:  Interpolations apply for performance in between ratings listed \n            above.\n\n                                           \n                                          6\n   \n                                     CONFIDENTIAL\n    \n[**   Confidential Treatment has been requested for certain portions of this \n      document]\n\n\n\n                               IMPLEMENTATION PROCEDURE\n                                           \n                                    ADMINISTRATION\n                                           \n                                           \nThe Plan will be administered by the Compensation Committee which will have \nthe right to interpret the Plan, confirm award decisions, and establish \nguidelines for determining individual awards and rules for the operation of \nthe Plan.\n\nThis Plan sets forth management's intent and it is the exclusive domain of \nthe Compensation Committee to interpret the Plan.  All Compensation Committee \ndecisions regarding the Plan and award determinations are final.\n\nThe President's and Chairman's incentive awards will be determined solely by \nthe compensation committee, taking into account the overall Company \nperformance relative to the established Business Plan, individual \naccomplishments and any special considerations.\n\n                                     ELIGIBILITY\n                                           \n    The Chairman, President, executives who report directly to the President, \nand key business line executives who have profit &amp; loss responsibility are \neligible to participate in the Plan.  Final approval of eligible executives \nis made by the Board Chairman upon recommendation by the President prior to \nthe beginning of the Plan's fiscal year.  EIP participants are NOT eligible \nto participate in the Employee Profit Sharing Plan, Special Recognition \nAwards program, or Employee Performance Incentive Plan.  Participation in the \nPlan does not imply employment for any specified period of time, nor does it \nconstitute a contract of employment, nor does it guarantee any amount of \naward.\n\n                                    PRORATE AWARDS\n                                           \n    Participants with less than 4 months service in an Executive Manager \nposition are ineligible for an Incentive Award.  Awards to participants in \nExecutive Management Incentive positions for more than 4 months, but less \nthan 1 year, will be pro-rated to the nearest month.\n\n                                       DURATION\n                                           \n       The Compensation Committee shall review this Plan annually and make any\namendments or revisions thereto which it deems appropriate or desirable under\nthe circumstances, and the Plan shall remain in effect until amended or\nterminated by the Compensation Committee.\n\n                                           \n                                           \n                                           \n                                           \n                                          7\n                                           \n   \n                                     CONFIDENTIAL\n    \n\n\n\n                                       PAYMENT\n                                           \nIncentive Award payments will be made no later than March 31st of the \nfollowing year, allowing the Company adequate time to formally analyze its \nfinancial results according to the regulations and procedures of a public \ncompany.\n\nAwards will be calculated using the participant's actual, earned gross annual \nsalary of the Plan Year.  To receive an award if one is granted, the \nparticipant must remain an employee of the Company through the payment date.  \nFailure to do so will result in forfeiture of the award.\n\n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                          8\n                                           \n   \n                                     CONFIDENTIAL\n    \n\n\n\n\n\n                               MACROVISION CORPORATION\n                                           \n                               EXECUTIVE INCENTIVE PLAN\n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                                           \n                             Form For Statement of Goals\n                                 For Each Participant\n                                           \n                                   1996 Fiscal Year\n                                           \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                           \n                                          9\n                                           \n   \n                                     CONFIDENTIAL\n    \n\n                                           \n\n                               EXECUTIVE INCENTIVE PLAN\n                                           \n                                  STATEMENT OF GOALS\n                                           \n                                    FOR YEAR 1996\n\n                                           \nName:  __________________________     Supervisor:__________________________\n\nTitle: __________________________     Signed:______________________________\n\nSigned:__________________________     Date:________________________________\n\nDate:  __________________________\n\nThe following is a statement of financial, strategic and tactical objectives \nfor 1996 that will serve as a basis for overall performance evaluation and \ndetermination of year-end executive incentive awards.  Goals will be \nquantified as to amount, date and measurement basis and will be weighted as \nfollows: financial 50%; strategic\/tactical 50%.\n\nCORPORATE GOAL:    Achieve Earnings Before Interest and Taxes of [**]\n\nA.  FINANCIAL (50%)\n\n    1.     _________________________________________________________________\n\n    Actual:____________________________________\n\n    2.     _________________________________________________________________\n\n    Actual:____________________________________\n\nB.  STRATEGIC\/TACTICAL (50%)\n\n    1.     _________________________________________________________________\n\n    Result:____________________________________\n\n    2.     _________________________________________________________________\n\n    Result:____________________________________\n\n    3.     _________________________________________________________________\n\n    Result:____________________________________\n\n                                          10\n   \n                                     CONFIDENTIAL\n    \n[**   Confidential Treatment has been requested for certain portions of this \n      document]\n\n\n\n\n    4.     _________________________________________________________________\n\n    Result:____________________________________\n\n    5.     _________________________________________________________________\n\n    Result:____________________________________\n\n    6.     _________________________________________________________________\n\n    Result:____________________________________\n\n    7.     _________________________________________________________________\n\n    Result:____________________________________\n\n    8.     _________________________________________________________________\n\n    Result:____________________________________\n\n\nAdditional\/substitute goals accomplished during year:\n\n____________________________________________________________________________\n\n\n____________________________________________________________________________\n\n\n____________________________________________________________________________\n\n\n____________________________________________________________________________\n\n\n____________________________________________________________________________\n\n\n____________________________________________________________________________\n\n\n____________________________________________________________________________\n\n\n____________________________________________________________________________\n\n\n____________________________________________________________________________\n\n\n____________________________________________________________________________\n\n\n____________________________________________________________________________\n\n\n                                         11\n                                          \n   \n                                     CONFIDENTIAL\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":[9539,9546],"class_list":["post-39879","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39879","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=39879"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39879"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39879"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39879"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}